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Sample Business Contracts

Series A Preferred Share Purchase Agreement - China Linong International Ltd., Land V. Group Ltd. and Land V. Ltd.

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SERIES A PREFERRED SHARE PURCHASE AGREEMENT
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into as of April 12, 2006 by and among China Linong International Limited, a BVI business company organized under the BVI Business Companies Act, 2004 (the "Company"), Land V. Group Limited, an international business company organized under the laws of the British Virgin Islands (the "BVI Subsidiary"), Land V. Limited, a company limited by shares established under the laws of Hong Kong of PRC (the "HK Subsidiary"), each of the companies listed on Exhibit A hereto, each a wholly foreign owned enterprise organized under the laws of PRC (collectively, the "PRC Subsidiaries" and each, a "PRC Subsidiary"; and collectively with the BVI Subsidiary and the HK Subsidiary, the "Subsidiaries"), each of the individuals listed on Exhibit B hereto (collectively, the "Founders" and each, a "Founder"), and each of the persons listed on Exhibit C hereto (collectively, the "Investors" and each, an "Investor").
RECITALS:
     A. The Company owns and controls the businesses of the Subsidiaries;
     B. The Company desires to issue and sell to the Investors and the Investors desire to purchase from the Company 215.06 Series A preferred shares, par value US$1.00 per share, of the Company (the "Series A Shares") on the terms and conditions set forth in this Agreement;
     C. The BVI Subsidiary was established on March 24, 2005 under the International Business Companies Act of the British Virgin Islands with its registered address at P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;
     D. The HK Subsidiary was established on October 31, 2001 under the laws of Hong Kong with its registered address at Rooms A and B, 14/F, Chang Pao Ching Building, No. 427-429, Hennessy Road, Hong Kong;
     E. The Company owns 100% of the equity interest in the BVI Subsidiary; the BVI Subsidiary owns 100% of the equity interest in HK Subsidiary; and the HK Subsidiary further owns 100% of the equity interest in each of the PRC Subsidiaries except for Land V. Limited (Fujian) which is directly and solely owned by the BVI Subsidiary;
     F. Land V. Limited (Fujian) is a wholly foreign owned enterprise established on July 23, 2004 under the laws of the PRC with its registered address at No. 17, Baima North Road, Gulou District, Fuzhou, PRC;
     G. Land V. Limited (Shenzhen) is a wholly foreign owned enterprise established on April 23, 2004 under the laws of the PRC with its registered address at Building 125, Guo Wei Industrial Factory, Shensha Road, Luohu District, Shenzhen, PRC;

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     H. LandV Limited (Hangzhou) is a wholly foreign owned enterprise established on September 28, 2004 under the laws of the PRC with its registered address at Farm No. 6, Yangsi Farmland, Jianggan District, Hangzhou, Zhejiang Province, PRC;
     I. LandV Limited (Tianjin) is a wholly foreign owned enterprise established on May 16, 2005 under the laws of the PRC with its registered address at Suo Cao Dian Village North (within Liang Zhong Chang of Baodi District, Tianjin), Lin Ting Kou, Baodi District, Tianjin, PRC;
     J. Land V. Limited (Weifang) is a wholly foreign owned enterprise established on March 22, 2005 under the laws of the PRC with its registered address at Guanwang Industrial Park, Anqiu, Shandong, PRC;
     K. Land V. Limited (Liaoyang) is a wholly foreign owned enterprise established on July 7, 2004 under the laws of the PRC with its registered address at Shao Er Tai Village, Gucheng Street, Dengta Town, Liaoning Province, PRC; and
     L. The Subsidiaries are all engaged in the business of the production, sale and trading of agricultural and food products and related activities ("Principal Business").
AGREEMENT
     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
     1. AGREEMENT TO PURCHASE AND SELL SHARES
          1.1. Authorization. As of the Closing (as defined below), the Company will have authorized the issuance, pursuant to the terms and conditions of this Agreement, of 215.06 Series A Shares (as defined below) having the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit D (the "Restated Articles").
          1.2. Agreement to Purchase and Sell. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Investor, and such Investor hereby agrees to purchase from the Company, on the date of the Closing, that number of Series A Shares set forth opposite its name on Exhibit C at a price of US$18,599.50 per share (the "Purchase Price"), amounting to an aggregate purchase price of US$4,000,008.47. The Series A Shares to be purchased and sold pursuant to this Agreement will be collectively hereinafter referred to as the "Purchased Shares" and the ordinary shares of the Company issuable upon conversion of the Purchased Shares will be collectively hereinafter referred to as the "Conversion Shares". The Purchase Price shall be paid by wire transfer of funds to a designated account of the Company, provided that wire transfer instructions are delivered to the Investors at least seven (7) business days prior to the Closing.
     2. CLOSINGS; DELIVERY

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          2.1. Closing. Subject to the fulfillment of the conditions to closing as set forth in Section 6, the sale of the Purchased Shares shall be held at the offices of Hogan & Hartson LLP in Hong Kong, China, at 10:00 a.m. (Hong Kong time) on April 25, 2006, or at such other time and place as Company and the Investors may mutually agree upon (the "Closing").
          2.2. Delivery. At the Closing, the Company will deliver to each Investor, in addition to any items the delivery of which is made an express closing condition pursuant to Sections 6, a certificate representing the number of Series A Shares opposite the name of such Investor in Exhibit C against payment of the purchase price therefor.
     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS
          The Company, the Subsidiaries and each Founder, jointly and severally, hereby represent and warrant to each Investor, except as set forth in the Disclosure Schedule (the "Disclosure Schedule") attached to this Agreement as Exhibit E (which Disclosure Schedule shall be deemed to be representations and warranties to such Investor), as of the date hereof and the date of the Closing hereunder, as follows. In this Agreement, any reference to a party's "knowledge" means such party's actual knowledge after due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question; "Group Companies" means the Company and the Subsidiaries (each a "Group Company").
          3.1. Organization, Standing and Qualification. Each Group Company is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as proposed to be conducted, and to perform each of its obligations hereunder and under any agreement contemplated hereunder to which it is a party. Each Group Company is qualified to do business and is in good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction where failure to be so qualified would have a material adverse effect on the condition (financial or otherwise), assets relating to, or results of operation of or business (as presently conducted and proposed to be conducted) of the Group Companies, taken as whole, or of the Major Subsidiaries (as defined below), taken as a whole (a "Material Adverse Effect"). For the purpose of this Agreement, a "Major Subsidiary" shall mean any subsidiary of the Company (i) whose net asset value exceeds 25% of the net asset value of the Company on a consolidated basis, or (ii) whose net profit after tax accounts for more than 25% of the net profit after tax of the Company on a consolidated basis, in either case, to be determined by reference to the then latest audited financial statements of such subsidiary and the Company.
          3.2. Capitalization. Immediately prior to the Closing, the authorized share capital of the Company consists of the following:
               (a) Ordinary Shares. A total of 50,000 authorized ordinary shares, par value US$1.00 per share, of the Company (the "Ordinary Shares"), of which 1,050 shares are issued and outstanding.

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               (b) Preferred Shares. A total of 215.06 authorized Preferred Shares, all of which are designated as Series A preferred shares, par value US$1.00 per share (the "Series A Shares"), none of which are issued and outstanding immediately prior to the Closing.
               (c) Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Purchased Shares to be issued at the Closing, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit F (the "Shareholders Agreement"), (iii) up to 66.58 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Investors, and (iv) as contemplated hereby, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the Company's outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person).
               (d) Outstanding Security Holders. A complete and current list of all outstanding shareholders, option holders and other security holders of the Company as of the date hereof is set forth in Section 3.2(d) of the Disclosure Schedule, indicating the type and number of shares, options or other securities held by each such shareholder, option holder or other security holder.
          3.3. Subsidiaries; Group Structure. Except for the Subsidiaries, 100% of the equity interest of which is, directly or indirectly, owned by the Company, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. The PRC Subsidiaries do not have any subsidiaries, do not own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity.
          3.4. Due Authorization. All corporate action on the part of the Company, each Subsidiary and each Founder and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization, execution and delivery of, and the performance of all obligations of the Company, each Subsidiary and each Founder under this Agreement, the Shareholders Agreement and any other agreements to which it is a party and the execution of which is contemplated hereunder (the "Ancillary Agreements"), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares being sold under this Agreement and of the Ordinary Shares issuable upon conversion of such Series A Shares has been taken or will be taken prior to the Closing. Each of this Agreement, the Shareholders Agreement and the Ancillary Agreements is a valid and binding obligation of the Company, each Subsidiary and each Founder enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles.

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          3.5. Valid Issuance of Purchased Shares.
               (a) The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable.
               (b) The outstanding capital shares of the Company are duly and validly issued, fully paid and nonassessable, and all outstanding shares, options, warrants and other securities of the Company have been issued in full compliance with the requirements of all applicable securities laws and regulations.
          3.6. Liabilities. No Group Company has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which the Group Company has otherwise become directly or indirectly liable.
          3.7. Title to Properties and Assets. Each Group Company has good and marketable title to its properties and assets held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each Group Company is in compliance in all material respects with such leases and, to its and each Founder's knowledge, such Group Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.
          3.8. Status of Proprietary Assets. For purpose of this Agreement, (i) "Proprietary Assets" shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing; and (ii) "Registered Intellectual Property" means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge of the Company, the Subsidiaries and the Founders, without any conflict with or infringement of the rights of others. Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property but excluding know-how, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company's Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as "off the shelf" computer software. No Group Company nor Founder has

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received any communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor, to the knowledge of the Company, the Subsidiaries and the Founders, is there any reasonable basis therefor. None of the Founders nor, to the knowledge of the Company, each Founder and each Subsidiary, any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will, to the knowledge of the Company, each Subsidiary and each Founder, conflict with or result in, in any material respect, a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated, including without limitation any non-compete, invention assignment or confidentiality obligations under any agreement between any Founder and any former employer of such Founder. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies' employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center or funding from third parties has been used in the development of any Proprietary Assets of any Group Company.
          3.9. Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Investors and their counsel. For purposes of this Section 3.9, "material" shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of (x) HK$3,000,000 in case of any item of capital expenditure in connection with constructing and equipping any production base or (y) HK$400,000 in any other cases, (ii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company's right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iii) not in the ordinary course of business, (iv) transferring or licensing any Proprietary Assets to or from any Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available "off the shelf" computer software) or (v) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect.
          3.10. Litigation. There is no action, suit, proceeding, claim, arbitration or investigation ("Action") pending (or, to the knowledge of the Company, each Subsidiary and

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each Founder, currently threatened) against any of the Group Companies, any Group Company's activities, properties or assets or, to the Company's, each Subsidiary and Founder's knowledge, against any officer, director or employee of each Group Company in connection with such officer's, director's or employee's relationship with, or actions taken on behalf of the Company, or otherwise. To the knowledge of the Company, each Subsidiary and each Founder, there, is no factual or legal basis for any such Action that is likely to result, individually or in the aggregate, in any material adverse change in the business, properties, assets, financial condition, affairs or prospects of any Group Company. By way of example, but not by way of limitation, there are no Actions pending against any of the Group Companies or, to the knowledge of the Company, each Subsidiary and each Founder, threatened against any of the Group Companies, relating to the use by any employee of any Group Company of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties. None of the Group Companies is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any Group Company currently pending or which it intends to initiate.
          3.11. Compliance with Laws; Consents and Permits. None of the Group Companies is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in all material respects in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by each Group Company and each Founder in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing. Based in part on the representations of each of the Investors set forth in Section 4 below, the offer, sale and issuance of the Purchased Shares in conformity with the terms of this Agreement are exempt from the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the "Act"), and each other analogous provision of applicable securities law. Each Group Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default in any material respect under any of such franchises, permits, licenses or other similar authority.
          3.12. Compliance with Other Instruments and Agreements. None of the Group Companies is in, nor shall the conduct of its business as currently or proposed to be conducted result in, violation, breach or default in any material respect of any term of its constitutional documents of the respective Group Company (the "Constitutional Documents"), or any term or provision of any mortgage, indenture, contract, agreement or instrument to which the Group Company is a party or by which it may be bound, (the "Group Company Contracts") or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra vires or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and any Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby will not, to the knowledge of the Company,

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each Subsidiary and each Founder, result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company's Constitutional Documents or any Group Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.
          3.13. Disclosure. Each of the Group Companies and each Founder has provided each Investor with all the information that such Investor has reasonably requested for deciding whether to purchase the Purchased Shares and all information that each of the Group Companies and the Founders believes is reasonably necessary to enable such Investor to make such decision. No representation or warranty by the Company, the Subsidiaries or any Founder in this Agreement and no information or materials provided by the Group Companies or any Founder to each Investor in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.
          3.14. Registration Rights. Except as provided in the Shareholders Agreement, neither the Company, any Founder, nor any other Group Company has granted or agreed to grant any person or entity any registration rights (including piggyback registration rights) with respect to, nor is the Company obliged to list, any of the Company's shares (or the Subsidiaries' shares) on any securities exchange. Except as contemplated under this Agreement and the Shareholders Agreement, there are no voting or similar agreements which relate to equity interests in the Company or the Subsidiaries.
          3.15. Insurance. Each Group Company has obtained the insurance coverage of the same types and at the same coverage levels as other similarly situated companies.
          3.16. Financial Statements. Each of the Company, the Subsidiaries and the Founders hereby represents and warrants that prior to the Closing, the Company shall have delivered to the Investors (i) consolidated unaudited management accounts for the Group Companies as of December 31, 2005 and (ii) additionally and separately, consolidated unaudited management accounts for the PRC Subsidiaries as of December 31, 2005 (the foregoing management accounts and any notes thereto are hereinafter referred to as the "Financial Statements" and December 31, 2005, the "Balance Sheet Date"). Such Financial Statements, to the knowledge of the Company, each Subsidiary and each Founder, (a) are in accordance with the books and records of the applicable Group Company and (b) are true, correct and complete and present fairly the financial condition of such Group Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and the consolidated unaudited management accounts for the PRC Subsidiaries have been prepared in accordance with PRC generally accepted accounting principles ("PRC GAAP") applied on a consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all of the respective Group Company's material debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are

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required to be disclosed in accordance with the PRC GAAP. Each Group Company has good and marketable title to all assets set forth on the balance sheets of the respective Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates. Except as disclosed in the Financial Statements, none of the Group Companies or any Founder is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.
          3.17. Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been:
               (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;
               (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise;
               (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted);
               (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt;
               (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company;
               (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;
               (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director;
               (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company;
               (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder;

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               (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any Founder, with respect to any of such Group Company's properties or assets, except liens for taxes not yet due or payable;
               (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing;
               (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company's share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company;
               (m) any failure to conduct business in the ordinary course, consistent with such Group Company's past practices;
               (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Company;
               (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or
               (p) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.17.
          3.18. Tax Matters. The provisions for taxes in the respective Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the covered Group Company, whether or not assessed or disputed as of the date of each such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each Group Company has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. Each Group Company is not subject to any waivers of applicable statutes of limitations with respect to taxes for any year. Since Balance Sheet Date, none of the Group Companies has incurred any taxes, assessments or governmental charges other than in the ordinary course of business and each Group Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period.
          3.19. Interested Party Transactions. No Founder nor any officer or director of a Group Company or any "Affiliate" or "Associate" (as those terms are defined in Rule 405 promulgated under the Act) of any such person has any agreement (whether oral or written), understanding, proposed transaction with, or is indebted to, any Group Company, nor is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any of such, persons (other than for accrued salaries, reimbursable expenses or other standard employee benefits). No officer or director of a Group Company has any direct or indirect ownership interest in any firm or corporation with which a Group Company or Founder is affiliated or with which a Group Company or Founder has a business relationship, or any firm or corporation that competes with a Group Company. No Founder nor any

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Affiliate or Associate of any officer or director of a Group Company is directly or indirectly interested in any material contract with a Group Company. No Founder nor any officer or director of a Group Company or any Affiliate or Associate of any such person has had, either directly or indirectly, a material interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to a Group Company any goods, property, intellectual or other property rights or services; or (b) any contract or agreement to which a Group Company or any Founder is a party or by which it may be bound or affected. There is no agreement between any Founder and any other shareholder with respect to the ownership or control of any Group Company.
          3.20. Employee Matters. Each of the Group Companies has complied in all material aspects with all applicable employment and labor laws. None of the Group Companies is aware that any officer or key employee intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any officer or key employee. None of the Group Companies is a party to or bound by any currently effective employment contract, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement with any senior management personnel other than those set forth in the Disclosure Schedule. None of the Founders nor, to the knowledge of the Company, each Subsidiary and each Founder, any key employees of any Group Company are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such Founder or employee's ability to promote the interest of any Group Company or that would conflict with any Group Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and the Ancillary Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of any Group Company's business as now conducted and as presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated. Specifically, but not by way of limitation, the Company and Mr. Ma Shing Yung warrant and represent to the Investors that Mr. Ma Shing Yung's position with any Group Company, whether as a shareholder, a director, consultant or an employee, will not violate any of Mr. Ma Shing Yung's obligations under his previous employment agreement or other agreements with Chaoda Modern Agriculture (Holdings) Limited.
          3.21. Exempt Offering. The offer and sale of the Purchased Shares under this Agreement are exempt from the registration or qualification requirements of all applicable securities laws and regulations, and the issuance of Ordinary Shares upon conversion of the Purchased Shares in accordance with the Company's Restated Articles, will be exempt from such registration or qualification requirements.
          3.22. No Other Business. The Company was formed solely to form and hold, directly or indirectly, an equity interest in each of the Subsidiaries and since its formation has not engaged in any business and has not incurred any liability in the course of forming and holding its equity interest in the BVI Subsidiary, the HK Subsidiary and Land V. Limited (Fujian). The Subsidiaries are engaged solely in the Principal Business and have no other activities.

11


 
          3.23. Minute Books. The minute books of each Group Company which have been made available to the Investors contain a complete summary of all meetings and major actions taken by directors and shareholders or owners of such Group Company since its time of formation, and reflect all transactions referred to in such minutes accurately in all material respects.
          3.24. Financial Advisor Fees. There exists no agreement or understanding between any Group Company or any of its affiliates and any investment bank or other financial advisor under which such Group Company may owe any brokerage, placement or other fees relating to the offer or sale of the Purchased Shares.
          3.25. Other Representations and Warranties Relating to the PRC Subsidiaries.
               (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC authorities.
               (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of each of the PRC Subsidiaries have been duly obtained from the relevant PRC authorities and are in full force and effect.
               (c) All filings and registrations with the PRC authorities required in respect of each of the PRC Subsidiaries and its operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations.
                (d) The registered capital of each of the PRC Subsidiaries is fully paid up. The HK Subsidiary legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Land V. Limited (Fujian), which is directly owned by the BVI Subsidiary). There are no outstanding rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest.
               (e) None of the PRC Subsidiaries is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it.
               (f) Each of the PRC Subsidiaries has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities.

12


 
               (g) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities.
               (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries has complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.
     4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
          Each Investor represents and warrants to the Company as follows:
          4.1. Authorization. The Investor has all requisite power, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed and delivered by the Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles.
          4.2. Accredited Investor. The Investor is an Accredited Investor within the definition set forth in Rule 501(a) under Regulation D of the Act.
          4.3. Purchase for Own Account. The Purchased Shares and the Conversion Shares will be acquired for the Investor's own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.
          4.4. Exempt from Registration; Restricted Securities. The Investor understands that the Purchased Shares and the Conversion Shares will not be registered under the Act or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the Act or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on the Investor's representations set forth in this Agreement. The Investor understands that the Purchased Shares and the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that the Purchased Shares and the Conversion Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.
     5. COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS.
          Each of the Company, the Subsidiaries and the Founders covenants to the Investors as follows:

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          5.1. Use of Proceeds. The proceeds from the sale of the Purchased Shares hereunder shall be used for business expansion, research and development, production, capital expenditure and general working capital of the Company and the Subsidiaries in the Principal Business.
          5.2. Business of the Company. The business of the Company shall be restricted to the holding, management and disposition of equity interest in the Subsidiaries.
          5.3. Business of the Subsidiaries. The business of each of the Subsidiaries shall be restricted to its respective scope of business as stated in its articles of association, business license and required for the carrying on of the Principal Business.
          5.4. Directors of the Subsidiaries. All directors (if any) of the Subsidiaries shall be appointed and removed only by the Company (or, where appropriate, as instructed by the Company) pursuant to action of the Board of Directors of the Company.
          5.5. Equity Compensation. The Company shall not directly or indirectly issue Ordinary Shares, share options or other forms of equity of the Company to employees, directors or consultants except in accordance with the employee equity compensation plans approved by the compensation committee of the Company.
          5.6. Confidentiality, Non-compete and Invention Assignment Agreement. The Company shall cause all of the current and future key employees of the Company to enter into its standard form Confidentiality and Invention Assignment Agreement in form and substance satisfactory to the Investors.
          5.7. Additional Covenants. Except as required by this Agreement, no resolution of the directors, owners, members, partners or shareholders of either the Company or any Subsidiaries shall be passed, nor shall any contract or commitment be entered into, in each case, prior to the Closing without the prior written consent of the Investors, except that the Company and the Subsidiaries may carry on its respective business in the same manner as heretofore and may pass resolutions and enter into contracts for so long as they are effected in the ordinary course of business.
          If at any time before the Closing, any Group Company or any Founder comes to know of any material fact or event which:
               (a) is in any way materially inconsistent with any of the representations and warranties given by the Company, the Subsidiaries or the Founders, and/or
               (b) suggests that any material fact warranted may not be as warranted or may be materially misleading, and/or
               (c) might affect the willingness of a prudent investor to purchase the Purchased Shares or the amount of consideration which the Investors would be prepared to pay for the Purchased Shares,

14


 
such Group Company or such Founder shall give immediate written notice thereof to the Investors in which event each Investor may within fourteen (14) business days of receiving such notice terminate this Agreement by written notice without any penalty whatsoever and without prejudice to any rights that such Investor may have under this Agreement or applicable law.
          5.8 Audited Financial Statements. The Company shall, within six (6) months after the Closing, deliver to the Investors consolidated balance sheets, income statements and statements of cash flow for the Group Companies for the year commencing on April 1, 2005 and ending on March 31, 2006 audited by a "Big Four" accounting firm in accordance with the United States generally accepted accounting principles ("U.S. GAAP").
     6. CONDITIONS TO INVESTORS' OBLIGATIONS AT THE CLOSING.
          The obligation of each Investor to purchase the Purchased Shares at the Closing is subject to the fulfillment, to the satisfaction of such Investor on or prior to the Closing, of the following conditions:
          6.1. Representations and Warranties True and Correct. The representations and warranties made by the Company, the Subsidiaries and the Founders herein, subject to the Disclosure Schedule, shall be true and correct and complete when made, and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.
          6.2. Performance of Obligations. Each of the Company, the Subsidiaries and the Founders shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.
          6.3. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Investors, and the Investors shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.
          6.4. Approvals, Consents and Waivers. Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.
          6.5. Compliance Certificate. At the Closing, the Company, each of the Subsidiaries and each Founder shall deliver to the Investors certificates, dated the date of the Closing, signed by the Company's President or director, the respective legal representative of

15


 
each of the Subsidiaries and each Founder certifying that the conditions specified in Sections 6.1 and 6.2 have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, prospects, operations, properties, assets or condition of the Company and the Subsidiaries since the date of this Agreement.
          6.6. Securities Laws. The offer and sale of the Purchased Shares to the Investors pursuant to this Agreement shall be exempt from the registration and/or qualification requirements of all applicable securities laws.
          6.7. Amendment to Constitutional Documents. The Restated Articles shall have been duly adopted by the Company by all necessary corporate action of its Board of Directors and its shareholders and duly filed with the Registrar of Corporate Affairs in the British Virgin Islands.
          6.8. Register of Members. The Investors shall have received a copy of the Company's register of members, certified by a director of the Company as true and complete as of the date of the Closing, updated to show the Investors as the holders of their respective number of Purchased Shares as of the Closing.
          6.9. Appointment of Directors. As of the Closing, the Board of Directors of the Company shall consist of Ma Shing Yung, Luan Li, Li Jin, Lui Ming Ho and Shen Nanpeng.
          6.10. Opinions of Company's Counsels. The Investors shall have received from British Virgin Islands, Hong Kong and PRC counsels to the Group Companies opinions addressed to the Investors, dated the date of the Closing, in form and substance satisfactory to the Investors.
          6.11. Execution of Shareholders Agreement. The Company shall have delivered to the Investors the Shareholders Agreement, duly executed by the Company and all other parties thereto (except for the Investors).
          6.12. Confidentiality and Invention Assignment Agreement. Each key officer and employee (including key technical employees) of the Group Companies as set forth in Exhibit G hereto as well as Li Jin and Lui Ming Ho shall have entered into a Confidentiality and Invention Assignment Agreement in form and substance satisfactory to the Investors.
          6.13. Employment Agreement. Each key officer and key employee of the Group Companies as set forth on Exhibit G hereto shall have entered into an Employment Agreement in form and substance satisfactory to the Investors.
          6.14. Good Standing. The Investors shall have received a certificate of good standing issued by the Registrar of Corporate Affairs of the British Virgin Islands certifying that the Company was duly constituted, paid all required fees and is in good legal standing.
          6.15. Due Diligence. The Investors shall have completed its business, legal, financial due diligence investigation of the Group Companies to its satisfaction and the

16


 
Company shall have delivered to the Investors all due diligence materials requested by the Investors.
          6.16. No Material Adverse Effect. There shall have been no Material Adverse Effect since the date of this Agreement.
          6.17. No Unpaid Wages. Each of the Founders shall have executed and delivered waivers irrevocably (i) waiving any and all accrued and unpaid salary and wages payable by any of the Group Companies as of the date of the Closing and (ii) releasing such Group Companies from any claims or liabilities in connection therewith, which waivers shall be in form and substance satisfactory to the Investors.
          6.18. Indemnification Agreement. The Company shall have executed an indemnification agreement with the Investor-appointed directors substantially in the form set forth in Exhibit H hereto.
     7. CONDITIONS TO COMPANY'S OBLIGATIONS AT THE CLOSINGS
          The obligations of the Company under this Agreement with respect to each of the Investors are subject to the fulfillment at or before the Closing of the following conditions:
          7.1. Representations and Warranties. The representations and warranties of each Investor contained in Section 4 hereof shall be true and correct as of the Closing.
          7.2. Payment of Purchase Price. Each Investor shall have delivered to the Company the Purchase Price in accordance with Section 1.2.
          7.3. Restated Articles Effective. The Restated Articles shall have been duly adopted by the Company by all necessary corporate action by its Board of Directors and shareholders, and shall have been duly filed with and accepted by the Registrar of Corporate Affairs of the British Virgin Islands.
          7.4. Securities Exemptions. The offer and sale of the Purchased Shares to the Investors pursuant to this Agreement shall be exempt from the registration and/or qualification requirements of all applicable securities laws.
          7.5. Execution of Shareholders Agreement. Each Investor shall have executed and delivered to the Company the Shareholders Agreement.
     8. MISCELLANEOUS
          8.1. Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the State of California (or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties hereunder.

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          8.2. Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.
          8.3. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto whose rights or obligations hereunder are affected by such amendments. This Agreement and the rights and obligations therein may not be assigned by the Investors without the written consent of the Company except to a parent corporation, a subsidiary, an affiliate, its fund manager or other funds managed by its fund manager. This Agreement and the rights and obligations therein may not be assigned by the Company, any Subsidiary or any Founder without the written consent of the Investors.
          8.4. Entire Agreement. This Agreement, the Shareholders Agreement, any Ancillary Agreements, and the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement or related agreements shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.
          8.5. Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by facsimile at the number set forth in Exhibit I hereto, upon receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other party as set forth in Exhibit I; or (d) three (3) business days after deposit with an overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit I with next business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.
          Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 8.5 by giving the other party written notice of the new address in the manner set forth above.
          8.6. Amendments and Waivers. Any term of this Agreement may be amended only with the written consent of the Company, the Subsidiaries, each Founder and the Investors.
          8.7. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to the Company, any Subsidiary, any Founder or the Investors, upon any breach or default of any party hereto under this Agreement, shall impair any such

18


 
right, power or remedy of the Company, such Subsidiary, such Founder or the Investors nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Company, any Subsidiary, any Founder or the Investors of any breach of default under this Agreement or any waiver on the part of the Company, any Subsidiary, any Founder or the Investors of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Company, the Subsidiaries, the Founders and the Investors shall be cumulative and not alternative.
          8.8. Interpretation: Titles and Subtitles. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to Sections and Exhibits of this Agreement.
          8.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
          8.10. Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties' intent in entering into this Agreement.
          8.11. Confidentiality and Non-Disclosure. The parties hereto agree to be bound by the confidentiality and non-disclosure provisions of Section 6 of the Shareholders Agreement.
          8.12. Further Assurances. Each party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.
          8.13. Dispute Resolution.
               (a) Negotiation Between Parties. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations

19


 
do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days after the commencement of the negotiation, Section 8.13(b) shall apply.
               (b) Arbitration. In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the "UNCITRAL Rules") in effect, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules. The language of the arbitration shall be English.
          8.14. Expenses. The Company shall reimburse the Investors at the Closing, legal expenses of up to a total amount of US$60,000 incurred by the Investors, which payment shall be made directly to the legal service provider at the Closing. The Investors may effect such reimbursement at the Closing by withholding from the payment of the Purchase Price the amount to which they are entitled to reimbursement pursuant to the preceding sentence. Notwithstanding the withholding of such amount, the Investors shall be deemed to have paid to the Company the full amount of the Purchase Price, including the amount so withheld.
          8.15. Termination. This Agreement may be terminated by any Investor on or after May 31, 2006, by written notice to the Company, if the Closing has not occurred on or prior to such date. Such termination under this Section 8.15 shall be without prejudice to any claims for damages or other remedies that the parties may have under this Agreement or applicable law.
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LIST OF EXHIBITS
     
Exhibit A
  Schedule of PRC Subsidiaries
 
   
Exhibit B
  Schedule of Founders
 
   
Exhibit C
  Schedule of Investors
 
   
Exhibit D
  Restated Articles
 
   
Exhibit E
  Disclosure Schedule
 
   
Exhibit F
  Shareholders Agreement
 
   
Exhibit G
  Key Officers and Employees
 
   
Exhibit H
  Indemnification Agreement
 
   
Exhibit I
  Notices


 
EXHIBIT A
Schedule of PRC Subsidiaries
1.   Land V. Limited (Fujian)
 
2.   Land V. Limited (Shenzhen)
 
3.   Land V Limited (Hangzhou)
 
4.   Land V Limited (Tianjin)
 
5.   Land V. Limited (Liaoyang)
 
6.   Land V. Limited (Weifang)


 
EXHIBIT B
Schedule of Founders
1.   Ma Shing Yung
 
2.   Luan Li


 
EXHIBIT C
Schedule of Investors
                 
    No. of Series A   Purchase Price
Investor   Shares   (US$)
 
               
Sequoia Capital China I, L.P.
    169.38     US$ 3,150,383.31  
 
               
Sequoia Capital China Partners Fund I, L.P.
    19.46     US$ 361,946.27  
 
               
Sequoia Capital China Principals Fund I, L.P.
    26.22     US$ 487,678.89  
 
               
TOTAL
    215.06     US$ 4,000,008.47  


 
EXHIBIT D
Restated Articles


 
BVI COMPANY NUMBER: 1017713
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT, 2004
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
China Linong International Limited
A COMPANY LIMITED BY SHARES
Incorporated on the 24th day of March, 2006
INCORPORATED IN THE BRITISH VIRGIN ISLANDS
(SEAL)

 


 
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT, 2004
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
China Linong International Limited
A COMPANY LIMITED BY SHARES
1.   DEFINITIONS AND INTERPRETATION
 
1.1.   In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the subject or context:
 
    "Act" means the BVI Business Companies Act, 2004 (No. 16 of 2004) and includes the regulations made under the Act;
 
    "Articles" means the attached Articles of Association of the Company;
 
    "BVI Subsidiary" means Land V. Group Limited;
 
    "Capital" means the sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus (a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and (b) the amounts as are from time to time transferred from surplus to capital by a resolution of directors;
 
    "Chairman of the Board" has the meaning specified in Regulation 12;
 
    "Distribution" in relation to a distribution by the Company to a Shareholder means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of the Shareholder, or the incurring of a debt to or for the benefit of a Shareholder, in relation to Shares held by a Shareholder, and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of Shares, a transfer of indebtedness or otherwise, and includes a dividend;
 
    "Eligible Person" means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;
 
    "HK Subsidiary" means Land V. Limited;
 
    "Investors" means Sequoia Capital China I, L.P., Sequoia Capital China Principals Fund I, L.P. and Sequoia Capital China Partners Fund I, L.P.;
 
    "majority" means 50% or more votes of each class of shares or 50% or more votes of the directors;
 
    "Major Subsidiary" means any subsidiary of the Company (i) whose net asset value exceeds 25% of the net asset value of the Company on a consolidated basis, or (ii) whose net profit after tax accounts for
(SEAL)

 


 
    more than 25% of the net profit after tax of the Company on a consolidated basis, in either case, to be determined by reference to the then latest audited financial statements of such subsidiary and the Company;
 
    "Memorandum" means this Memorandum of Association of the Company;
 
    "Ordinary Shares" mean the ordinary shares with the par value of US$1.00 each in the capital of the Company;
 
    "person" means an individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated or association of persons;
 
    "PRC Subsidiaries" mean Land V. Limited (Fujian), Land V. Limited (Shenzhen), Land V Limited (Hangzhou), Land V Limited (Tianjin); Land V. Limited (Liaoyang) and Land V. Limited (Weifang);
 
    "Registrar" means the Registrar of Corporate Affairs appointed under section 229 of the Act;
 
    "Resolution of Directors" means either:
  (a)   a resolution approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority; or
 
  (b)   a resolution consented to in writing by all directors or by all members of a committee of directors of the Company, as the case may be;
    "Resolution of Shareholders" means either:
  (a)   Unless otherwise provided by the Memorandum or the Articles, a resolution approved at a duly convened and constituted meeting of the Shareholders of the Company by the affirmative vote of (i) a majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted and not abstained, or (ii) a majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or
 
  (b)   a resolution consented to in writing by (i) an absolute majority of the votes of shares entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon;
    "Seal" means any seal which has been duly adopted as the common seal of the Company;
 
    "Securities" mean Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire Shares or debt obligations;
 
    "Series A Issue Price" means US$18,599.50 per Series A Share;
 
    "Series A Original Issue Date" means the date of the first sale and issuance of Series A Shares;
 
    "Series A Shares" mean Series A preference shares with par value of US$1.00 each in the capital of the Company have the rights set forth in the Memorandum and the Articles;
 
    "Share" means a share issued or to be issued by the Company;
(SEAL)

 


 
    "Shareholder" means an Eligible Person whose name is entered in the register of members of the Company as the holder of one or more Shares or fractional Shares;
 
    "Subsidiaries" mean the BVI Subsidiary, the PRC Subsidiaries and the HK Subsidiaries;
 
    "surplus" means the excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company's capital;
 
    "Treasury Share" means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and
 
    "Written" or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and "in writing" shall be construed accordingly.
1.2.   In the Memorandum and the Articles, unless the context otherwise requires a reference to:
  (a)   a "Regulation" is a reference to a regulation of the Articles;
 
  (b)   a "Clause" is a reference to a clause of the Memorandum;
 
  (c)   voting by Shareholders is a reference to the casting of the votes attached to the Shares held by the Shareholder voting;
 
  (d)   the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended or, in the case of the Act, any re-enactment thereof; and
 
  (e)   the singular includes the plural and vice versa.
1.3.   Any words or expressions defined in the Act unless the context otherwise requires bear the same meaning in the Memorandum and the Articles unless otherwise defined herein.
 
1.4.   Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and the Articles.
 
2.    NAME
 
    The name of the Company is China Linong International Limited.
 
3.   STATUS
 
    The Company is a company limited by Shares.
 
4.   REGISTERED OFFICE AND REGISTERED AGENT
 
4.1.   The registered office of the Company is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, the office of the first registered agent.
 
4.2.   The registered agent of the Company is Offshore Incorporations Limited of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
 
4.3.   The Company may by Resolution of Shareholders or by Resolution of Directors change the location of its registered office or change its registered agent.
 
4.4.   Any change of registered office or registered agent will take effect on the registration by the Registrar of a notice of the change filed by the existing registered agent or a legal practitioner in the British Virgin Islands acting behalf of the Company.
(SEAL)

 


 
5.   CAPACITY AND POWERS
 
5.1.   Subject to the Act and any other British Virgin Islands legislation, the Company has, irrespective of corporate benefit:
  (a)   full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and
 
  (b)   for the purposes of paragraph (a), full rights, powers and privileges.
5.2.   For the purposes of section 9(4) of the Act, there are no limitations on the business that the Company may carry on.
 
6.   NUMBER AND CLASSES OF SHARES
 
6.1.   Shares in the company shall be issued in the currency of the Untied States of America.
 
6.2.   The Company is authorised to issue a maximum of 50,215.06 shares divided into 50,000 Ordinary Shares with par value of US$1.00 each and 215.06 Series A Shares with par value of US$1.00 each.
 
6.3.   The Company may issue fractional Shares and a fractional Share shall have the corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.
 
6.4.   Shares may be issued in one or more series of Shares as the directors may by Resolution of Directors determine from time to time.
 
7.   RIGHTS OF SHARES
 
7.1.   Each Ordinary Share in the Company confers upon the Shareholder:
  (a)   the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders;
 
  (b)   subject to the righst of the Series A Shares, the right to an equal share in any dividend paid by the Company; and
 
  (c)   subject to the righst of the Series A Shares, the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.
7.2.   The Company may by Resolution of Directors redeem, purchase or otherwise acquire all or any of the Shares in the Company subject to Regulation 3 of the Articles.
 
7.3   The Series A Shares shall have the following rights:-
  (a)   Dividends. The holders of the Series A Shares shall be entitled to receive out of any funds legally available therefor, when and if declared by the Board of Directors of the Company (the "Board"), dividends at the rate or in the amount as the Board considers appropriate in preference to any dividend on any other class or series of shares of the Company; provided that no dividend, whether in cash, in property or in shares of the capital of the Company, shall be paid on any other class or series of shares of the Company unless and until a dividend in like amount is first paid in full on the Series A Shares (on an as-converted basis). Holders of the Series A Shares shall also be entitled to receive any non-cash dividends declared by the Board on an as-converted basis.
 
  (b)   Liquidation Preference.
 
      (1) In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series A Shares shall be entitled to receive, prior to any distribution to the holders of the Ordinary Shares or any other class or series of shares, an amount per Series A Share equal to 100% of the Series A Issue Price (as adjusted for share dividends, splits, combinations, recapitalizations or similar events) plus all accrued or declared but unpaid
(SEAL)

 


 
      dividends thereon (the "Preference Amount"). After the full liquidation Preference Amount on all outstanding Series A Shares has been paid, any remaining funds or assets of the Company legally available for distribution to Shareholders shall be distributed pro rata among the holders of the Series A Shares (on an as-converted basis) together with the holders of the Ordinary Shares. If the Company has insufficient assets to permit payment of the Preference Amount in full to all holders of Series A Shares, then the assets of the Company shall be distributed ratably to the holders of the Series A Shares in proportion to the Preference Amount each such holder of Series A Shares would otherwise be entitled to receive.
      (2) In the event of (i) a sale, conveyance or disposition of all or substantially all of the assets of the Company, or (ii) a consolidation or merger of the Company with or into any other company or companies in which the existing Shareholders of the Company, at the time immediately before such consolidation or merger takes place, do not retain a majority of the voting power in the surviving company, the Company shall, to the extent legally entitled to do so, distribute to its Shareholders the amount received on such sale, disposition or consolidation in either the same form of consideration received by the Company or in cash, as the Company may determine, whether such payment is in the form of a dividend or other legally permissible form (the "Compulsory Payment"). The Compulsory Payment will be distributed to the Shareholders of the Company as follows:
  (A)   to the holders of the Series A Shares, an amount equal to the Preference Amount that would be payable to such holders pursuant to paragraph 7.3(b)(l) in the circumstances set forth therein (collectively, the "Compulsory Payment Preference"). If the value of the Compulsory Payment is less than the Compulsory Payment Preference, then the Compulsory Payment shall be distributed pro rata amongst the holders of all outstanding Series A Shares; and
 
  (B)   the remainder (after payment in accordance with paragraph 7.3(b)(2)(A) above), if any, to the holders of Series A Shares and Ordinary Shares on a pro rata basis, based on the number of Ordinary Shares then held by each holder on an as-converted basis.
      (3) Notwithstanding any other provision of this paragraph 7.3(b), the Company may at any time, out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to or held by employees, officers or consultants of the Company or its subsidiaries upon termination of their employment or services, pursuant to any bona fide agreement providing for such right of repurchase, whether or not dividends on the Series A Shares shall have been declared.
 
      (4) In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holder of Series A Shares and Ordinary Shares shall be determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board, which decision shall include the affirmative vote of at least one (1) director appointed by Sequoin Capital China I, L.P.). Any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows:
  (i)   If traded on a securities exchange, the value shall be deemed to be the average of the security's closing prices on such exchange over the thirty (30) day ending one (1) day prior to the distribution;
 
  (ii)   If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and
 
  (iii)   If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board).
      (5) The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses

 


 
      (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the liquidator (or, in the case of any proposed distribution in connection with a transaction which is a deemed liquidation hereunder, by the Board). The holders of at least a majority of the outstanding Series A Shares shall have the right to challenge any determination by the liquidator or the Board, as the case may be, of fair market value pursuant to this paragraph 7.3(b), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the liquidator or the Board, as the case may be and the challenging parties, the cost of such appraisal to be borne equally by the challenging parties and the Company.
 
  (c)   Conversion Rights. Unless converted earlier pursuant to paragraph 7.3(d) below, each holder of Series A Shares shall have the right, at such holder's sole discretion, to convert all or any portion of the Series A Shares into Ordinary Shares at any time. The conversion rate for the Series A Shares shall be determined by dividing the Series A Issue Price for each of the Series A Shares by its conversion price provided that in the event of any share splits, share combinations, share dividends, recapitalisations and similar events, the initial Series A Conversion Price shall be adjusted accordingly.
 
      The conversion price for each of the Series A Shares, subject to adjustments from time to time in the event of any share splits, share combinations, share dividends, recapitalisations and similar events in accordance with the provisions hereof, is referred hereinafter as Series A Conversion Price. The initial Series A Conversion Price for each of the Series A Shares shall be its Series A Issue Price.
 
  (d)   Automatic Conversion. The Series A Shares would automatically be converted into Ordinary Shares, at the then applicable Series A Conversion Price, upon (i) the date specified by written consent or agreement of the holders of at least 75% of the Series A Shares then outstanding, or (ii) the closing of an underwritten public offering of the Ordinary Shares of the Company in the United States, that has been registered under the Securities Act of 1933, as amended (the "Securities Act"), with gross proceeds to the Company in excess of US$70,000,000 and a pre-public offering market capitalization of at least US$300,000,000, or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on a recognized regional or national securities exchange; provided that such offering satisfies the foregoing gross proceeds and pre-public offering market capitalization requirements (a "Qualified Public Offering"). In the event of the automatic conversion of the Series A Shares upon a Qualified Public Offering as aforesaid, the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of Series A Shares shall not be deemed to have converted such Series A Shares until immediately prior to the closing of such Qualified Public Offering.
 
  (e)   Mechanics of Conversion. No fractional Ordinary Share shall be issued upon conversion of the Series A Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then effective respective Series A Conversion Price. Before any holder of Series A Shares shall be entitled to convert the same into full Ordinary Shares and to receive certificates therefor, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Series A Shares and shall give written notice to the Company at such office that he elects to convert the same. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Shares a certificate or certificates for the number of Ordinary Shares to which he shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Shares to be converted, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares on such date. The directors may effect conversion in any matter permitted by law including, without prejudice to the generality of the foregoing, repurchasing or redeeming the relevant Series A Shares and applying the proceeds towards the issue of the relevant number of new Ordinary Shares.
 
      Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares solely for the purpose of effecting the conversion of the shares of the Series A Shares such number of its Ordinary Shares as

 


 
      shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Shares, and if at any time the number of authorized but unissued Ordinary shares shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Shares, in addition to such other remedies as shall be available to the holder of such Series A Shares, the Company will take such corporate action as may, in the opinion of its legal counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purposes.
 
  (f)   Adjustments to Series A Conversion Price.
  (1)   Special Definitions. For purposes of this paragraph 7.3(f), the following definitions shall apply:
  (i)   "Options" mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Ordinary Shares or Convertible Securities.
 
  (ii)   "Original Issue Date" shall mean the date on which the first Series A Share was issued.
 
  (iii)   "Convertible Securities" shall mean any evidences of indebtedness, shares (other than the Series A Shares and Ordinary Shares) or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares.
 
  (iv)   "Additional Ordinary Shares" shall mean all Ordinary Shares (including reissued shares) issued (or, pursuant to paragraph 7.3(f)(3), deemed to be issued) by the Company after the Original Issue Date, other than:
  (A)   Ordinary Shares issued upon conversion of the Series A Shares authorized herein;
 
  (B)   up to 66.58 Ordinary Shares (including any of such shares which are repurchased) issued to officers, directors, employees and consultants of the Company pursuant to shares option or purchase plans approved by the Board and the Investors and any other Ordinary Shares held by officers, directors, employees and consultants which are repurchased at cost subsequent to the Original Issue Date;
 
  (C)   as a dividend or distribution on Series A Shares or any event for which adjustment is made pursuant to paragraph 7.3(f)(7) or 7.3(f)(8) hereof;
 
  (D)   any securities issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such other corporation or entity; and
 
  (E)   pursuant to a Qualified Public Offering.
  (2)   No Adjustment to Series A Conversion Price. No adjustment in the Series A Conversion Price shall be made in respect of the issuance of Additional Ordinary Shares unless the consideration per share for an Additional Ordinary Share issued or deemed to be issued by the Company is less than the Series A Conversion Price of such series in effect on the date of and immediately prior to such issuance.
 
  (3)   Deemed Issuance of Additional Ordinary Shares. In the event the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number (as set forth in the instrument relating thereto without regard to any provisions contained

 


 
      therein for a subsequent adjustment of such number that would result in an adjustment pursuant to clause (ii) below) of Ordinary Shares issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Ordinary Shares issued as of the time of such issuance or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Ordinary Shares shall not be deemed to have been issued unless the consideration per share (determined pursuant to paragraph 7.3(f)(5) hereof) of such Additional Ordinary Shares would be less than the Series A Conversion Price in effect on the date of and immediately prior to such issuance, or such record date, as the case may be, and provided further that in any such case in which Additional Ordinary Shares are deemed to be issued:
  (i)   no further adjustment to the Series A Conversion Price shall be made upon the subsequent issuance of Convertible Securities or Ordinary Shares upon the exercise of such options or conversion or exchange of such Convertible Securities;
 
  (ii)   if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, or increase or decrease in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the Series A Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;
 
  (iii)   upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Series A Conversion Price computed upon the original issuance thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration be recomputed as if:
  (A)   in the case of Convertible Securities or Options for Ordinary Shares, the only Additional Ordinary Shares issued were Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issuance of all such Convertible Securities which were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion exchange, and
 
  (B)   in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issuance of such Options, and the consideration received by the Company for the Additional Ordinary Shares deemed to have been then issued was the consideration actually received by the Company for the issuance of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company upon the issuance of the Convertible Securities with respect to which such Options were actually exercised;
  (I)   no readjustment pursuant to clause (ii) or (iii) above shall have the effect of increasing the Series A Conversion Price to an amount which exceeds the lower of (i) the Series A Conversion Price on the original adjustment date, or (ii) the Series A Conversion Price that would have resulted from any issuance of Additional Ordinary Shares between the original adjustment date and such readjustment date; and
 
  (II)   in the case of any Options which expire by their terms not more than 30 days after the

 


 
      date of issuance thereof, no adjustment of the Series A Conversion Price shall be made until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the manner provided in clause (iii) above.
  (4)   Issuance of Additional Ordinary Shares below Series A Conversion Price. In the event that the Company shall issue any Additional Ordinary Shares (including those deemed to be issued pursuant to paragraph 7.3(f)(3)) at a subscription price per Ordinary Share (on an as-converted basis) less than the Series A Conversion Price (as adjusted from time to time) in effect on the date of and immediately prior to such issuance, the Series A Conversion Price shall be reduced concurrently with such issuance, to a price (calculated to the nearest cent) to be determined as set forth below. The mathematical formula for determining the adjusted Series A Conversion Price is as follows and is subject to the more detailed textual description set forth thereafter:
 
      AP = OP * (OS + (NP/OP))/(OS + NS)
 
      WHERE:
 
      AP = adjusted Series A Conversion Price
 
      OP = old Series A Conversion Price
 
      OS = the number of outstanding Ordinary Shares immediately before the Additional Ordinary Shares are issued or sold
 
      NP = the total consideration received for the issuance or sale of Additional Ordinary Shares
 
      NS = the number of Additional Ordinary Shares issued or sold
 
      The newly adjusted Series A Conversion Price shall be the amount equal to the price determined by multiplying the old Series A Conversion Price, by a fraction:
  (i)   the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of Ordinary Shares which the aggregate consideration received by the Company for the total number of Additional Ordinary Shares would purchase at the old Series A Conversion Price; and
 
  (ii)   the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of such Additional Ordinary Shares so issued;
      provided that for the purposes of this paragraph 7.3(f)(4), all Ordinary Shares issuable upon conversion of outstanding Series A Shares and outstanding Convertible Securities or exercise of outstanding Options (excluding Options issued pursuant to the Company's employee equity incentive plans approved by the Board of Directors) shall be deemed to be outstanding.
 
  (5)   One-time Series A Conversion Price Adjustment based on 2006 Accounts. Upon the delivery by the Company of the Company's audited consolidated financial statements for the fiscal year commencing from April 1, 2006 and ending on March 31, 2007 (the "2006 Accounts") prepared by a "Big 4" accounting firm in accordance with the United States generally accepted accounting principles,
  (i)   if the Net Income of the Company as reflected in the 2006 Accounts is less than US$5,000,000, then the Series A Conversion Price shall be adjusted as of April 1, 2007 by multiplying the Series A Conversion Price in effect on the Adjustment Date by a factor of 0.8192; or
 
  (ii)   if the Net Income of the Company as reflected in the 2006 Accounts is more than US$5,500,000, then the Series A Conversion Price shall be adjusted as of April 1,

 


 
      2007 by multiplying the Series A Conversion Price in effect on the Adjustment Date by a factor of 1.0753
      For the purpose of calculation of the Net Income under this paragraph, the legal accounting and public relation expenses incurred to the Company in connection with Sequoia Capital China I, L.P.'s Series A investment in the Company shall be excluded; provided that the incurrence of any public relation expense by the Company shall be subject to Sequoia Capital China I, L.P.'s prior written approval. Any adjustment to the Series A Conversion Price made pursuant to this paragraph 7.3(f)(5) shall be in addition to, and not in substitution for any other prior or subsequent adjustments made to the Series A Conversion Price pursuant to this Article 7.3.
 
  (6)   Determination of Consideration. For purposes of this paragraph 7.3(f), the consideration received by the Company for the issuance of any Additional Ordinary Shares shall be computed as follows:
  (i)   Cash and Property. Except as provided in clause (ii) below, such consideration shall:
  (A)   insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest for accrued dividends;
 
  (B)   insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issuance, as determined in good faith by the Board; provided, however, that no value shall be attributed to any services performed by any employee, officer or director of the Company; and
 
  (C)   in the event Additional Ordinary Shares are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received with respect to such Additional Ordinary Shares, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board.
  (ii)   Options and Convertible Securities. The consideration per share received by the Company for Additional Ordinary Shares deemed to have been issued pursuant to paragraph 7.3(f)(3), relating to Options and Convertible Securities, shall be determined by dividing
  (A)   the total amount, if any, received or receivable by the Company as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by
 
  (B)   the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion exchange of such Convertible Securities.
  (7)   Adjustments for Share Dividends, Subdivisions, Combinations or Consolidations of Ordinary Shares. In the event the outstanding Ordinary Shares shall be subdivided (by share dividend, share split, or otherwise), into a greater number of Ordinary Shares, the Series A Conversion Prices then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of ordinary shares the Series A Conversion Price then in effect shall, concurrently with the

 


 
      effectiveness of such combination or consolidation be proportionately increased.
 
  (8)   Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or files a record date for the determination of holders of Ordinary Shares entitled to receive any distribution payable in securities or assets of the Company other than Ordinary Share, then and in each such event provision shall be made so that the holders of Series A Shares shall receive upon conversion thereof, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities or assets of the Company which they would have received had their Series A Shares been converted into Ordinary Shares on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities or assets receivable by them as aforesaid during such period, subject to all other adjustment called for during such period under this paragraph 7.3(f) with respect to the rights of the holders of the Series A Shares.
 
  (9)   Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares issuable upon conversion of the Series A Shares shall be changed into the same or a different number of shares of any other class or classes of shares, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then and in each such event the holder of each share of Series A Shares shall have the right thereafter to convert such share into the kind and amount of shares and other securities and property receivable upon such reorganization or reclassification or other change by holders of the number of Ordinary Shares that would have been subject to receipt by the holders upon conversion of the Series A Shares immediately before that change all subject to further adjustment as provided herein.
 
  (10)   No Impairment. The Company will not, by the amendment of its Memorandum and the Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of paragraph 7.3(f) and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series A Shares against impairment.
 
  (11)   Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to paragraph 7.3(f), the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Series A Shares, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect, and (iii) the number of ordinary shares and the amount, if any, of other property which at the time would be received upon the conversion of Series A Shares.
 
  (12)   Miscellaneous.
  (i)   All calculations under this paragraph 7.3(f) shall be made to the nearest one hundredth (1/100) of a cent or to the nearest one hundredth (1/100) of a share, as the case may be.
 
  (ii)   The holders of at least a majority of the outstanding Series A Shares shall have the right to challenge any determination by the Board of fair value pursuant to this paragraph 7.3(f), in which case such determination of fair value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging holders of Series A Shares.
 
  (iii)   No adjustment in the Series A Conversion Price need be made if such adjustment

 


 
      would result in a change in such Series A Conversion Price of less than US$0.01. Any adjustment of less than US$0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which on a cumulative basis, amounts to an adjustment of US$0.01 or more in such Series A Conversion Price.
  (g)   Voting Rights. Each Series A Share shall carry a number of votes equal to the number of Ordinary Shares then issuable upon its conversion into Ordinary Shares at the record date for determination of the Shareholder entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of Shareholders is solicited. The Series A Shares shall generally vote together with the Ordinary Shares and not as a separate class, except as provided in paragraph (h) below or as expressly provided in this Memorandum and in the Articles of Association.
 
  (h)   Protective Provisions.
 
      In addition to such other limitations as may be provided herein or in the Articles of Association of the Company, the following acts of the Company shall require a resolution of Shareholders which shall include the prior written approval of the holder(s) of at least 75% of the outstanding Series A Shares; provided that such requirement shall terminate upon a Qualified Public Offering:
  (1)   any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Shares of the Company;
 
  (2)   any action to authorize, create or issue shares of any class or series of the Company having preferences superior to or on a parity with the Series A Shares in any aspects including without limitation dividend rights, redemption rights and/or liquidation rights;
 
  (3)   any new issuance of any equity securities of the Company, excluding (i) any issuance of the Series A Shares under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon conversion of the Series A Shares, and (iii) the issuance of up to 66.58 Ordinary Shares (or options or warrants therefor) under employee equity incentive plans approved by the Board and the Investors;
 
  (4)   any action of the Company to reclassify any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on a parity with the preference of the Series A Shares;
 
  (5)   any increase or decrease of the authorized number of Ordinary Shares or Series A Shares of the Company;
 
  (6)   any repurchase or redemption of any equity securities of the Company other than pursuant to (A) the redemption right of the holders of Series A Shares as provided in the Memorandum and Articles, or (B) contractual rights to repurchase Ordinary Shares from the employees, directors or consultants of the Company upon termination of their employment or services or pursuant to a contractual right of first refusal held by the Company;
 
  (7)   any amendment of the Memorandum and Articles of Association or other charter documents of the Company (including any Major Subsidiary);
 
  (8)   any merger or consolidation of the Company (including any Subsidiary) with or into any other business entity in which the shareholders of the Company (including any Subsidiary) immediately after such merger or consolidation held shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity;
 
  (9)   the sale, lease, transfer or other disposition of all or substantially all of the assets of the Company (including any Subsidiary), except for intra-group transactions among

 


 
      the Company and any Subsidiaries;
 
  (10)   any licensing or otherwise transfer of the patents, copyrights, trademarks or other intellectual property of the Company (including any Subsidiary) other than in the ordinary course of its business, except for intra-group transactions among the Company and any Subsidiaries;
 
  (11)   any increase or decrease of the authorized number of the board members of the Company;
 
  (12)   the liquidation, dissolution or winding up of the Company (including any Subsidiary);
 
  (13)   the declaration or payment of a dividend or other distribution on Ordinary Shares or Series A Shares of the Company;
 
  (14)   any increase of the number of Ordinary Shares of the Company reserved under any employee equity incentive plan;
 
  (15)   any increase in compensation of any employee of the Company (including any Subsidiary) with an annual salary of US$50,000 or more by more than twenty percent (20%) in a twelve (12) month period;
 
  (16)   the extension by the Company of any loan or guarantee for indebtedness to any director, officer, employee or affiliate of the Company (including any Subsidiary), except for intra-group transactions among the Company and any Subsidiaries;
 
  (17)   any incurrence of indebtedness in excess of US$300,000 in the, aggregate to the Company (including any Subsidiary), or creation of any encumbrance whatsoever upon the assets, patents, copyrights, trademark or other intellectual property of the Company (including any Subsidiary);
 
  (18)   any purchase by the Company (including only Subsidiary) of real property with a value of US$300,000 or more, or any purchase of production facilities with a value of US$500,000 or more, individually or in the aggregate;
 
  (19)   any transaction or series of transactions that are not in the ordinary course of the Company's business where the value involved exceeds US$300,000, individually or in the aggregate, during any twelve (12) month period;
 
  (20)   approval of the annual consolidated budget of the Company;
 
  (21)   the appointment and removal of any key officer of the Company (including any Major Subsidiary), including the Chief Executive Officer and the Chief Financial Officer;
 
  (22)   the appointment and/or reappointment of auditors of the Company;
 
  (23)   any transaction involving both the Company (including any Subsidiary) and a shareholder or any of the Company's employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders, except for intra-group transactions among the Company and any Subsidiaries; or
 
  (24)   any items of capital expenditure outside the annual budget of the Company (including any Subsidiary) in excess of US$150,000 per month, individually or in the aggregate.
8.   VARIATION OF RIGHTS

 


 
    Subject to Clause 7.3(h) hereof, if at any time the Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by the holders of at least a majority of the issued Shares in that class.
 
9.   RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
 
    The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.
 
10.   REGISTERED SHARES
 
10.1.   The Company shall issue Registered Shares only.
 
10.2.   The Company is not authorised to issue Bearer Shares, convert Registered Shares to Bearer Shares or exchange Registered Shares for Bearer Shares.
 
11.   TRANSFER OF SHARES
 
11.1.   Subject to Clause 13 and the Memorandum and Articles of Association, the Company shall, on receipt of an instrument of transfer complying with Sub-Regulation 6.1 of the Articles, enter the name of the transferee of a Share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in a Resolution of Directors.
 
11.2.   The directors may not resolve to refuse or delay the transfer of a Share unless the Shareholder has failed to pay an amount due in respect of the Share.
 
12.   AMENDMENT OF THE MEMORANDUM AND THE ARTICLES
 
12.1.   Subject to Clauses 7.3(h) and 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors:
  (a)   to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles;
 
  (b)   to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles;
 
  (c)   in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or
 
  (d)   to Clauses 7, 8, 9 or this Clause 12.
12.2.   Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.
 
13.   PRIVATE COMPANY
 
    The Company is a private company, and accordingly:
  (a)   any invitation to the public to subscribe for any Shares or debentures of the Company is prohibited;

 


 
  (b)   the number of the Shareholders of the Company (not including persons who are in the employment of the Company, and persons who, having been formerly in the employment of the Company, were, while in such employment, and have continued after be determination of such employment to be, Shareholders of the Company) shall be limited to fifty PROVIDED that where two or more persons hold one or more Shares in the Company jointly they shall, for the purposes of this Clause 13, be treated as single Shareholder;
 
  (c)   the right to transfer the Shares of the Company shall be restricted in manner herein prescribed; and
 
  (d)   the Company shall not have power to issue Share Warrants to Bearer.
We, OFFSHORE INCORPORATIONS LIMITED of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association the 24th day of March, 2006.
Incorporator

/s/ Richard Reese
 
(Sd.) TYNES, Richard Reese
Authorised Signatory
OFFSHORE INCORPORATIONS LIMITED

 


 
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT, 2004
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
China Linong International Limited
A COMPANY LIMITED BY SHARES
1.   REGISTERED SHARES
 
1.1.   Every Shareholder is entitled to a certificate signed by a director or officer of the Company, or any other person authorised by Resolution of Directors, or under the Seal specifying the number of Shares held by him and the signature of the director, officer or authorised person and the Seal may be facsimiles.
 
1.2.   Any Shareholder receiving a certificate shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by Resolution of Directors.
 
1.3.   If several Eligible Persons are registered as joint holders of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.
 
2.   SHARES
 
2.1.   Shares and other Securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.
 
2.2.   Section 46 of the Act (Pre-emptive rights) does not apply to the Company.
 
2.3.   A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.
 
2.4.   The consideration for a Share with par value shall not be less than the par value of the Share. If a Share with par value is issued for consideration less than the par value, the person to whom the Share is issued is liable to pay to the Company an amount equal to the difference between the issue price and the par value.
 
2.5.   No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating.
  (a)   the amount to be credited for the issue of the Shares;

 


 
  (b)   the determination of the directors of the reasonable present cash value of the non-money consideration for the issue; and
 
  (c)   that, in the opinion of the directors, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.
2.6.   The consideration paid for any Share, whether a par value Share or a no par value Share, shall not be treated as a liability or debt of the Company for the purposes of
  (a)   the solvency test in Regulations 3 and 18; and
 
  (b)   sections 197 and 209 of the Act.
2.7.   The Company shall keep a register (the "register of members") containing:
  (a)   the names and addresses of the Eligible Persons who hold Shares;
 
  (b)   the number of each class and series of Shares held by each Shareholder;
 
  (c)   the date on which the name of each Shareholder was entered in the register of members; and
 
  (d)   the date on which any Eligible Person ceased to be a Shareholder.
2.8.   The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.
 
2.9.   A Share is deemed to be issued when the name of the Shareholder is entered in the register of members.
 
3.   REDEMPTION OF SHARES AND TREASURY SHARES
 
3.1.   Subject to receipt of all approvals required under the Memorandum or elsewhere in the Articles, the Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.
 
3.2.   The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
 
3.3.   Sections 60 (Process for acquisition of own Shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to the Company.
 
3.4.   Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.
 
3.5.   All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.
 
3.6.   Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution or Directors determine.

 


 
3.7.   Where Shares are held by another body corporate of which the Company holds, directly or indirectly, Shares having more than 50 percent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.
 
4.   MORTGAGES AND CHARGES OF SHARES
 
4.1.   Subject to the Company and the Shareholders' contractual obligations in connection with restrictions on the transfer of share. Shareholders may mortgage or charge their Shares.
 
4.2.   There shall be entered in the register of members at the written request of the Shareholder.
  (a)   a statement that the Shares held by him are mortgaged or charged,
 
  (b)   the name of the mortgagee or chargee; and
 
  (c)   the date on which the particulars specified in subparagraphs (a) and (b) are entered in the register of members.
4.3.   Where particulars of a mortgage or charge are entered in the register of members, such particulars may be cancelled:
  (a)   with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf; or
 
  (b)   upon evidence satisfactory to the directors of the discharge of the liability secured by the mortgage or charge and the issue of such indemnities as the directors shall consider necessary or desirable.
4.4.   whilst particulars of a mortgage or charge over Shares are entered in the register of members pursuant to this Regulation:
  (a)   no transfer of any Share the subject of those particulars shall be effected;
 
  (b)   the Company may not purchase, redeem or otherwise acquire any such Share; and
 
  (c)   no replacement certificate shall be issued in respect of such Shares,
 
  without the written consent of the named mortgagee or chargee,
5.   FORFEITURE
 
5.1.   Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in this Regulation and for this purpose Shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid.
 
5.2.   A written notice of call specifying the date for payment to be made shall be served on the Shareholder who defaults in making payment in respect of the Shares.
 
5.3.   The written notice of call referred to in Sub-Regulation 5.2 shall name a further date not earlier than the expiration of 14 days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made will be liable to be forfeited.
 
5.4.   Where a written notice of call has been issued pursuant to Sub-Regulation 5.3 and the requirements of the notice have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.

 


 
5.5.   The Company is under no obligation to refund any moneys to the Shareholder whose Shares have been cancelled pursuant to Sub-Regulation 5.4 and that Shareholder shall be discharged from any further obligation to the Company.
 
6.   TRANSFER OF SHARES
 
6.1.   Subject to the Memorandum and the Articles, Shares may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration.
 
6.2.   The transfer of a Share is effective when the name of the transferee is entered on the register of members.
 
6.3.   If the directors of the Company are satisfied that an instrument of transfer relating to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:
  (a)   to accept such evidence of the transfer of Shares as they consider appropriate; and
 
  (b)   that the transferee's name should be entered in the register of members notwithstanding the absence of the instrument of transfer.
6.4.   If a director refuses to register a transfer they shall notify the transferee within sixty (60) days of such refusal.
 
6.5.   Subject to the Memorandum, the personal representative of a deceased Shareholder may transfer a Share even though the personal representative is not a Shareholder at the time of the transfer.
 
7.   MEETINGS AND CONSENTS OF SHAREHOLDERS
 
7.1.   Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.
 
7.2.   Upon the written request of Shareholders entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders.
 
7.3.   The director convening a meeting shall give not less than 7 days' notice of a meeting of Shareholders to:
  (a)   those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and
 
  (b)   the other directors.
7.4.   The director convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.
 
7.5.   A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90 percent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.
 
7.6.   The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting.
 
7.7.   A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

 


 
7.8.   The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.
 
7.9.   The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy.
[COMPANY NAME]
I/We being a Shareholder of the above Company HEREBY APPOINT                      of                                          or failing him                                           of                                          to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the ____ day of                     , 20      and at any adjournment thereof.
(Any restrictions on voting to be inserted here.)
Signed this       day of                                         , 20     
         
       
       
  Shareholder     
7.10.   The following applies where Shares are jointly owned:
  (a)   if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder;
 
  (b)   if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners: and
 
  (c)   if two or more of the joint owners are present in person or by proxy they must vote as one.
7.11.   A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other.
 
7.12.   A meeting of Shareholder is duly constituted if, at the commencement of the meeting, there are present in person or by proxy (i) not less than a majority of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting, and (ii) holders of not less than a majority of the Series A Shares.
 
7.13.   If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the sixth (6th) business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than two (2) Shareholders entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.
 
7.14.   At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman. If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

 


 
7.15.   The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
 
7.16.   At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.
 
7.17.   Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.
 
7.18.   Any Eligible Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Shareholder which he represents as that Shareholder could exercise if it were an individual.
 
7.19.   The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded.
 
7.20.   Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.
 
7.21.   An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts.
 
8.   DIRECTORS
 
8.1.   The first directors of the Company shall be appointed by the first registered agent within 6 months of the date of incorporation of the Company, and thereafter, the directors shall be elected by Resolution of Shareholders. The Company shall be managed by a Board of Directors consisting of no more than seven (7) members, which number of members shall not be changed except pursuant to an amendment to the Articles, Sequoia Capital China I, L.P. shall be entitled to exclusively vote on a resolution of Shareholders to appoint and remove one (1) director, and the holders of Ordinary Shares shall be entitled to exclusively vote on a resolution of Shareholders to appoint and remove the remaining directors.
 
    All resolutions of the Board of Directors shall be adopted by a majority of the directors present, except as otherwise provided by law or in the Memorandum or the Articles.

 


 
8.2.   No person shall be appointed as a director, or nominated as a reserve director, of the Company unless he has consented in writing to be a director or to be nominated as a reserve director.
 
8.3.   Subject to Sub-Regulation 8.1, the minimum number of directors shall be one and there shall be no maximum number.
 
8.4.   Each director holds office for the term, if any, fixed by the Resolution of Shareholders or the Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.
 
8.5.   Subject to Article 8.1 above, a director may be removed from office,
  (a)   with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least 75 percent of the Shareholders of the Company entitled to vote; or
 
  (b)   with cause, by Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.
8.6.   A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.
 
8.7.   The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.
 
8.8.   A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.
 
8.9.   Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole director of the Company, the sole Shareholder/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company as a reserve director of the Company to act in the place of the sole director in the event of his death.
 
8.10.   The nomination of a person as a reserve director of the Company ceases to have effect if:
  (a)   before the death of the sole Shareholder/director who nominated him,
  (i)   he resigns as reserve director, or
 
  (ii)   the sole Shareholder/director revokes the nomination in writing; or
  (b)   the sole Shareholder/director who nominated him ceases to be able to be the sole Shareholder/director of the Company for any reason other than his death.
8.11.   The Company shall keep a register of directors containing:
  (a)   the names and addresses of the persons who are directors of the Company or who have been nominated as reserve directors of the Company;
 
  (b)   the date on which each person whose name is entered in the register was appointed as a director, or nominated as a reserve director, of the Company;
 
  (c)   the date on which each person named as a director ceased to be a director of the Company;

 


 
  (d)   the date on which the nomination of any person nominated as a reserve director ceased to have effect; and
 
  (e)   such other information as may be prescribed by the Act.
8.12.   The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.
 
8.13.   Subject to all other approvals required under the Memorandum or the Articles, the Shareholders may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.
 
8.14.   A director is not required to hold a Share as a qualification to office.
 
8.15.   The Board shall establish a compensation committee (the "Compensation Committee") to manage certain compensation affairs of the Company, including implementing salary and equity guidelines for the Company, approving compensation packages, severance agreements and employment agreements for all senior managers (including but not limited to the chief executive officer and the chief financial officer) as well as administering the Company's employee equity incentive plans, subject to the Company's contractual obligations and any limitations in the Memorandum and the Articles; provided that, any allocation of shares under the Company's employee equity incentive plans shall be subject to the Investors' prior approval.
 
9.   POWERS OF DIRECTORS
 
9.1.   The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The director of the Company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.
 
9.2.   Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.
 
9.3.   If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.
 
9.4.   Any director which is a body corporate may appoint any individual as its duly authorised representative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.
 
9.5.   The continuing directors may act notwithstanding any vacancy in their body.
 
9.6.   The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.
 
9.7.   All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

 


 
9.8.   For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.
 
10.   PROCEEDINGS OF DIRECTORS
 
10.1.   Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.
 
10.2.   The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable.
 
10.3.   A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.
 
10.4.   A director shall be given not less than seven (7) days' notice of meetings of directors, but a meeting of directors held without seven (7) days' notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.
 
10.5.   A director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote in place of the director until the appointment lapses or is terminated.
 
10.6.   A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than three (3) directors, at least one (1) of which shall be a director appointed by Sequoia Capital China I, L.P. If within two hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the sixth (6th) business day at the same time and place, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than three (3) directors, those present shall constitute a quorum but otherwise the meeting shall be dissolved.
 
10.7.   If the Company has only one director the provisions herein contained for meetings of directors do not apply and such sole director has full power to represent and act for the Company in all matters as are not by the Act, the Memorandum or the Articles required to be exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.
 
10.8.   At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present, the directors present shall choose one of their number to be chairman of the meeting.
 
10.9.   An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each counterpart being signed by one or more directors. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts.
 
11.   COMMITTEES

 


 
11.1.   The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee. All resolutions of each of the committees of the board of directors shall be adopted by a majority of the members of such committee.
 
11.2.   The directors have no power to delegate to a committee of directors any of the following powers:
  (a)   to amend the Memorandum or the Articles;
 
  (b)   to designate committees of directors;
 
  (c)   to delegate powers to a committee of directors;
 
  (d)   to appoint or remove directors;
 
  (e)   to appoint or remove an agent;
 
  (f)   to approve a plan of merger, consolidation or arrangement;
 
  (g)   to make a declaration of solvency or to approve a liquidation plan; or
 
  (h)   to make a determination that immediately after a proposed Distribution the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
11.3.   Sub-Regulation 11.2(b) and (c) do not prevent a committee of directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.
 
11.4.   The meeting and proceedings of each committee of directors consisting of 2 or more directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the Resolutions of Directors establishing the committee.
 
11.5.   Where the directors delegate their powers to a committee of directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company under the Act.
 
12.   OFFICERS AND AGENTS
 
12.1.   The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, ëa' president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.
 
12.2.   The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.
 
12.3.   The emoluments of all officers shall be fixed by Resolution of Compensation Committee.

 


 
12.4.   The officers of the Company shall hold office until their successors are duly appointed, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by Resolution of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.
 
12.5.   The directors may, by Resolution of Directors, appoint any person, including a person who is a director, to be an agent of the Company.
 
12.6.   An agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:
  (a)   to amend the Memorandum or the Articles;
 
  (b)   to change the registered office or agent;
 
  (c)   to designate committees of directors;
 
  (d)   to delegate powers to a committee of directors;
 
  (e)   to appoint or remove directors;
 
  (f)   to appoint or remove an agent;
 
  (g)   to fix emoluments of directors;
 
  (h)   to approve a plan of merger, consolidation or arrangement;
 
  (i)   to make a declaration of solvency or to approve a liquidation plan;
 
  (j)   to make a determination that immediately after a proposed Distribution the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due; or
 
  (k)   to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.
12.7.   The Resolution of Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.
 
12.8.   The director may remove an agent appointed by the Company and may revoke or vary a power conferred on him.
 
13.   CONFLICT OF INTERESTS
 
13.1.   A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.
 
13.2.   For the purposes of Sub-Regulation 13.1, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.
 
13.3.   A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:
  (a)   vote on a matter relating to the transaction;

 


 
  (b)   attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and
 
  (c)   sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.
    and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit
 
14.   INDEMNIFICATION
 
14.1.   Subject to the limitations hereinafter provided the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:
  (a)   is or was it party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or
 
  (b)   is or was, at the request of the Company, serving as a director of, or in any other capacity is or was, acting for, another body corporate or a partnership, joint venture, trust of other enterprise.
14.2.   The indemnity in Sub-Regulation 14.1 only applies if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful.
 
14.3.   For the purposes of Sub-Regulation 14.2 a director acts in the best interests of the Company if he acts in the best interests of
  (a)   the Company's holding company: or
 
  (b)   a Shareholder or Shareholders of the Company;
    in either case, in the circumstances specified in Sub-Regulation 9.3 or the Act, as the case may be.
 
14.4   The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved.
 
14.5.   The termination of any proceeding by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.
 
14.6.   Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount of it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1.
 
14.7.   Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceeding may be paid by the company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1 and upon such terms and conditions, if any, as the Company deems appropriate.

 


 
14.8.   The indemnification and advancement of expenses provided by, or granted pursuant to, this section is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, Resolution of Shareholders, resolution of disinterested directors or otherwise, both as acting in the person's official capacity and as to acting in another capacity while serving as a director of the Company.
 
14.9.   If a person referred to in Sub-Regulation 14.1 has been successful in defence of any proceedings referred to in Sub-Regulation 14.1, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.
 
14.10.   The Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles.
 
15.   RECORDS
 
15.1.   The Company shall keep the following documents at the office of its registered agent:
  (a)   the Memorandum and the Articles;
 
  (b)   the register of members, or a copy of the register of members;
 
  (c)   the register of directors, or a copy of the register of directors; and
 
  (d)   copies of all notices and other documents filed by the Company with the Registrar of Corporate Affairs in the previous 10 years.
15.2.   Until the directors determine otherwise by Resolution of Directors the Company shall keep the original register of members and original register of directors at the office of its registered agent.
 
15.3.   If the Company maintains only a copy of the register of members or a copy of the register of directors at the office of its registered agent, it shall:
  (a)   within 15 days of any change in either register, notify the registered agent in writing of the change; and
 
  (b)   provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.
15.4.   The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:
  (a)   minutes of meetings and Resolutions of Shareholders and classes of Shareholders;
 
  (b)   minutes of meetings and Resolutions of Directors and committees of directors; and
 
  (c)   an impression of the Seal.
15.5.   Where any original records referred to in this Regulation are maintained other than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location.

 


 
15.6.   The records kept by the Company under this Regulation shall be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act 2001 (No 5 of 2001) as from time to time amended or re-enacted.
 
16.   REGISTER OF CHARGES
 
    The Company shall maintain at the office of its registered agent a register of charges in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:
  (a)   the date of creation of the charge;
 
  (b)   a short description of the liability secured by the charge;
 
  (c)   a short description of the property charged;
 
  (d)   the name and address of the trustee for the security or, if there is no such trustee, the name and address of the chargee;
 
  (e)   unless the charge is a security to bearer, the name and address of the holder of the charge; and
 
  (f)   details of any prohibition or restriction contained in the instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.
17.   SEAL
 
    The Company shall have a Seal and may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of scalings. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.
 
18.   DISTRIBUTIONS BY WAY OF DIVIDEND
 
18.1.   Subject to receipt of all approval required under the Memorandum or elsewhere in the Articles, the directors of the Company may, by Resolution of Directors, authorise a Distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.
 
18.2.   Dividends may be paid in money, Shares, or other property.
 
18.3.   Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Sub-Regulation 20.1 and all dividends unclaimed for 3 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.
 
18.4.   No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.
 
19.   ACCOUNTS AND AUDIT
 
19.1.   The Company shall keep records that are sufficient to show and explain the Company's transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

 


 
19.2.   The Company may by Resolution of Shareholders call for the directors to prepare periodically and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the assets and liabilities of the Company as at the end of a financial period.
 
19.3.   The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.
 
19.4.   The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall be appointed by Resolution of Shareholders or by Resolution of Directors.
 
19.5.   The auditors may be Shareholders, but no director or other officer shall be eligible to be an auditor of the Company during their continuance in office.
 
19.6.   The remuneration of the auditors of the Company may be fixed by Resolution of Directors.
 
19.7.   The auditors shall examine each profit and loss account and balance sheet required to be laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state in a written report whether or not:
  (a)   in their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the end of that period; and
 
  (b)   all the information and explanations required by the auditors have been obtained.
19.8.   The report of the auditors shall be annexed to the accounts and shall be read at the meeting of Shareholders at which the accounts are laid before the Company or shall be otherwise given to the Shareholders.
 
19.9.   Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.
 
19.10.   The auditors of the Company shall be entitled to receive notice of, and to attend any meetings of Shareholders at which the Company's profit and loss account and balance sheet are to be presented.
 
20.   NOTICES
 
20.1.   Any notice, information or written statement to be given by the Company to Shareholders may be given by personal service or by mail addressed to each Shareholder at the address shown in the register of members.
 
20.2.   Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.
 
20.3.   Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid.
 
21.   VOLUNTARY LIQUIDATION

 


 
    Subject to the provisions of the Memorandum, the Company may by Resolution of Shareholders appoint a voluntary liquidator.
 
22.   CONTINUATION
 
    The Company may by Resolution of Shareholders or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.
We, OFFSHORE INCORPORATIONS LIMITED of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association the 24th day of March, 2006.
         
Incorporator
 
   
/s/ Richard Reese      
(Sd.) TYNES, Richard Reese     
Authorised Signatory
OFFSHORE INCORPORATIONS LIMITED 
   
 

 


 
EXHIBIT E
Disclosure Schedule

 


 
Disclosure Schedule
This is the Disclosure Schedule as defined in the Series A Preferred Share Purchase Agreement (the "Agreement") entered into today among China Linong International Limited (the "Company"), Land V. Group Limited, Land V. Limited, Land V. Limited (Fujian), LandV Limited (Hangzhou), LandV Limited (Tianjin), Land V. Limited (Liaoyang), Land V. Limited (Weifang), Land V. Limited (Shenzhen), Ma Shing Yung, Luan Li, Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. are collectively referred to as the "Investors") and relating to the issuance and sale by the Company to the investors of, in the aggregate, the 215.06 Series A preferred shares, par value US$1.00 per share, of the Company.
Unless otherwise defined in this Disclosure Schedule, expressions defined in the Agreement have the same meaning in this Disclosure Schedule.
The representations and warranties set out in section 3 of the Agreement (the "Warranties") are made and given subject to the disclosures in this Disclosure Schedule. If there is an inconsistency between the Agreement and this Disclosure Schedule, this Disclosure Schedule shall prevail.
Although for ease of reference certain numbered paragraphs in schedule 1 to this Disclosure Schedule correspond with particular paragraphs of section 3 of the Agreement, all disclosures in this Disclosure Schedule do and are to be taken as relating to all such Warranties to which such disclosures are reasonably expected to be applicable.
The contents of this Disclosure Schedule are confidential and the provisions of clause 8.11 (confidentiality and non-disclosure) of the Agreement shall apply to all such information as if set out in full in this letter.
1   General Disclosures
 
1.1   The Company is not and shall not be deemed to be in breach of any of the Warranties (and no claim shall lie or liability attach) in respect of any matter fully and fairly disclosed in, or deemed to be disclosed by, this Disclosure Schedule (and for this purpose "fully and fairly disclosed" means disclosed in such manner and in such detail as to enable a reasonable buyer to make an informed and accurate assessment of the matter concerned).

1


 
1.2   In addition, any matter or information disclosed noted or referred to in the financial statements to be delivered by the Company to the Investors pursuant to section 3.16 of the Agreement are disclosed or are deemed to have been disclosed by this Disclosure Schedule.
 
2   Specific Disclosures
 
    In addition, there are disclosed the specific matters set out in schedule 1 to this Disclosure Schedule.

2


 
Schedule 1
Specific disclosures
                     
Warranty reference   Annex A reference (if any)   Disclosure            
 
                   
3.2(d)
      Name of shareholder   Type of shares   No. of shares
 
                   
 
                   
 
      Grow Grand Limited   Ordinary     613  
 
      Magnetic Star Holdings Limited   Ordinary     60  
 
      Limewater Limited   Ordinary     60  
 
      Natural Eternity Limited   Ordinary     60  
 
      Honeycomb Assets Management Limited   Ordinary     70  
 
      Win Seasons Finance Ltd.   Ordinary     60  
 
      Valuetrue Investments Limited   Ordinary     77  
 
      Natural Scent Limited   Ordinary     50  
 
                   
3.6   C-65o B-20   (1) Land V. Limited (Fujian) entered into a loan agreement dated 28 February 2006 with Sun Jianguo whereby Land V. Limited borrowed RMB10,800,800 from Sun Jianguo.
 
                   
        (2) Land V. Limited entered into a loan agreement dated 21 February 2006 with Ma Shing Yung, one of the Founders, whereby Land V. Group Limited borrowed HK$10,000,000 from Ma Shing Yung.
 
                   
        (3) There are other short-term loans owing by Land V. Group Limited, which amount to about HK$3,900,000 in aggregate, for which no written loan agreements have been signed. The loans are interest free.
 
                   
        (4) There are other short-term loans owing by Land V. Limited, which amount to about HK$1,700,000 in aggregate, for which no written loan agreements have been signed. The loans are interest free.
 
                   
        (5) There are other short-term loans owing by the PRC Subsidiaries, which amount to about RMB 3,000,000 in aggregate, for which no written loan agreements have been signed. The loans are interest free.

3


 
                     
Warranty reference   Annex A reference (if any)   Disclosure            
 
                   
3.7   B-18   The BMW car is registered in the name of Land V. Limited, but it was paid by Madam Chiu Na Lai.
 
                   
        All land leases signed by the Group Companies which, to the best knowledge of the Group Companies, are required by PRC laws and regulations to be submitted to the relevant government authorities for filing have been so submitted for filing, but there is no official document issued by such government authorities acknowledging receipt of such applications for filing, since the government authorities are not required to give such acknowledgement under PRC laws.
 
                   
    C-31   The date of the land lease contract made between Land V, Limited (Fujian) and the Committee of Villagers of Dating (Production Team No. 3) of Qidu Town, Jiaocheng District, Ningde Municipality is 1 March 2006, but the term of the land lease contract is stated to be from 1 March 2005 to 30 February 2015.
 
                   
    C-32   The term of the land lease contract (undated) made between Land V. Limited (Fujian) and the Committee of Villagers of Dating (Production Team No. 4) of Qidu Town, Jiaocheng District, Ningde Municipality is stated to be from 1 March 2005 to 30 February 2015.
 
                   
3.8   C-14o   Trademark
 
                   
        An application for registration of trademark dated 14 June 2005 was submitted by Land V. Limited (Fujian) to the Trademark Office of the State Administration for Industry and Commerce (application no.: 4718420). A Notice of Acceptance of Registration Application was received on 17 August 2005.
 
                   
        List of domain names owned by Land V. Limited (Fujian)
 
                   
        www.landvchina.com (expiry date: 21 June 2008)
www.landv.cn (expiry date: 13 March 2011)
www.land-v.com (the domain name was mistakenly registered by the registration authority under the name of Xu Bo. Land V. Limited (Fujian) has requested for a correction of the mistake but the new registration certificate has not yet been issued.
 
                   
3.9       List of contracts required to be provided under this section 3.9

4


 
                     
Warranty reference   Annex A reference (if any)   Disclosure            
 
                   
        Please refer to the index set out in Annex A and the specific disclosures on section 3.6.
 
                   
3.15       Except for vehicle insurance, none of the Group Companies has obtained any other type of insurance coverage.
 
                   
3.19       Ma Shing Yung, one of the Founders, is (i) a director of China Linong International Limited; (ii) the sole shareholder and sole director of Grow Grand Limited, which is a shareholder of China Linong International Limited; (iii) the sole director of Land V. Group Limited and (iv) a director of Land V. Limited.
 
                   
        Luan Li, one of the Founders, is (i) a director of China Linong International Limited; (ii) a Shareholder and director of Magnetic Star Holdings Limited, which is a shareholder of China Linong International Limited; (iii) a director of Land V. Limited; (iv) the legal representative of Land V. Limited (Fujian), Land V Limited (Tianjin); (v) the legal representative and executive director of Land V. Limited (Shenzhen), Land V Limited (Hangzhou) and Land V. Limited (Weifang) and (vi) the legal representative and the chairman of the board of directors of Land V. Limited (Liaoyang).
 
                   
3.20   C-74   List of employment agreements with senior management personnel
 
                   
        Please refer to document C-74 in the index set out in Annex A for a sample employment contract (the "Sample Employment Contract") with senior management personnel.
 
                   
        Below is a list of senior management personnel ("Senior Personnel") who have signed employment agreements with the same terms (except the compensation and scope of duty) as the Sample Employment Agreement:
 
                   
    This is an English translation   Mr. Ma Wenlie, Deputy General Manager of Fujian Company
Mr. Ye Quan, Deputy General Manager of Fujian Company
Mr. Wang Yongbin, Deputy General Manager of Shantou Base
Mr. Chen Xiaoou, Deputy General Manager of Hangzhou Company
Mr. Bai Hongbo, Deputy General Manager of Shandong Company
Mr. Sun Lianrong, Deputy General Manager of Tianjin Company
Mr. Yan Shengren, Person in charge of Guyuan Base
Mr. Li Guoqing, Deputy General Manager of Liaoyang Company
Mr. Zhong Shumao, Person in charge of Huidong Base Group
Mr. Jiang Ronghai, who is responsible for the domestic sales of the Group
Mr. Lu Zhiyuan, who is in charge of the Fuzhou market and distribution business of Fujian Company

5


 
                     
Warranty reference   Annex A reference (if any)   Disclosure            
 
                   
    This is an English translation   Mr. Chen Xiaozhou, who is in charge of the management work of domestic processing, fresh keeping and packaging of the Group
Mr. Zhan Jian, who is responsible for the management of materials supply and infrastructure of bases of the Group
Ms. Li Qiongying, who is responsible for the management of plant protection, seeds and experiments of the Group
Mr. Gao Dengjin, who is responsible for the financial management of the Group
Key technicians of individual bases: Li Yongqiang; Li Zhengshou; Huang Jianhua; Zhuang Zihua; Deng Liming; Peng Yuanshui; Zhang Yinghai; Zhao Zhenwen; Jiang Weidong; Zhuang Xudong; Chen Dazhou; Li Yongguang; Lei Chengfa; Cai Liangming
 
                   
        Each of the employment agreements with the Senior Personnel is for a term of three years.
 
                   
        Among the Senior Personnel, the amount of the highest compensation under the relevant employment agreement is RMB7,000 per month.
 
                   
    B-15a   Land V. Limited entered into an agreement for subcontracting operation right with Liang Kang, a shareholder of Magnetic Star Holdings Limited, which is a shareholder of China Linong International Limited, on 26 January 2006.
 
                   
3.23       Please refer to the index set out in Annex A.
 
                   
        As regards the decisions in relation to the operation of the PRC Subsidiaries in their ordinary course of business, generally they were made upon the oral consensus of the senior management and no written minutes have been prepared.
 
                   
3.25(b)       As at the date of this Disclosure Schedule, only US$540,000 out of the registered capital of Land V. Limited (Welfang) of US$840,000 has been paid up.

6


 
Annex A
The Index

7


 
This is an English translation
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
A. Land V. Group Limited (BVI)
             
 
  Incorporation
Documentation
       
 
           
1
  2005-03-24   - Registrar of Corporate Affairs of BVI   Certificate of Incorporation
 
           
2
  2005-03-24   - Offshore Incorporations HK Limited   Certificate of Guarantee of Quality
 
           
 
  Articles of Association        
 
           
3
      - Land V. Group Limited   Memorandum and Articles of Association
 
           
4
      - Land V. Group Limited   Amendments to Articles of Association
 
           
 
  Shareholders' Agreements        
 
           
5
  2005-10-19   - Ma Shing Yung
- Luan Li
- Liang Kang
- XiaYu
- Law Kin Ip
- Fu Ming Xia
- Chiu Yi
- Lui Ming Ho
- Ma Wen Lie
- Wang Xiaogang
- Magnetic Star Holdings Limited
- Win Seasons Finance Ltd.
- Valuetrue Investments Limited
- Land V. Group Limited
  Subscription and Shareholders' Agreement relating to Land V. Group Limited
 
           
5A
  2006-02-06   - Ma Shing Yung   Supplemental Agreement
 
      - Luan Li    
 
      - Liang Kang    
 
      - Xia Yu    
 
      - Law Kin Ip    
 
      - Fu Ming Xia    
 
      - Chiu Yi    
 
      - Lui Ming Ho    
 
      - Ma Wen Lie    
 
      - Wang Xiaogang    
 
      - Magnetic Star Holdings Limited    
 
      - Win Seasons Finance Ltd.    
 
      - Valuetrue Investments    
 
      - Land V. Group Limited    
 
           
5B
  2006-02-06   - Ma Shing Yung
- Luan Li
- Liang Kang
  Letter of confirmation and consent

1 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
      - Xia Yu    
 
      - Law Kin Ip    
 
      - Fu Ming Xia    
 
      - Chiu Yi    
 
      - Lui Ming Ho    
 
      - Ma Wen Lie    
 
      - Wang Xiaogang    
 
      - Magnetic Star Holdings Limited    
 
      - Win Seasons Finance Ltd.    
 
      - Valuetrue Investments Limited    
 
      - Land V. Group Limited    
 
           
5C
  2006-03-16   - Ma Shing Yung   Supplemental Agreement
 
      - Luan Li    
 
      - Liang Kang    
 
      - Xia Yu    
 
      - Law Kin Ip    
 
      - Fu Ming Xia    
 
      - Nishikawa Hiroko    
 
      - Ma Wen Lie    
 
      - Wang Xiaogang    
 
      - Li Jin    
 
      - Lu Rong    
 
      - Magnetic Star Holdings Limited    
 
      - Win Seasons Finance Ltd.    
 
      - Valuetrue Investments Limited    
 
      - Natural Scent Limited    
 
      - Grow Grand Limited    
 
      - Limewater Limited    
 
      - Natural Eternity Limited    
 
      - Honeycomb Assets Management Limited    
 
      - Land V. Group Limited    
 
           
5D
  2006-04-06   - Ma Shing Yung   Deed of Termination
 
      - Luan Li    
 
      - Liang Kang    
 
      - Xia Yu    
 
      - Law Kin Ip    
 
      - Fu Ming Xia    
 
      - Nishikawa Hiroko    
 
      - Ma Wen Lie    
 
      - Wang Xiaogang    
 
      - Li Jin    
 
      - Lu Rong    
 
      - Magnetic Star Holdings Limited    
 
      - Win Seasons Finance Ltd.    
 
      - Valuetrue Investments Limited    

2 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
      - Natural Scent Limited    
 
      - Grow Grand Limited    
 
      - Limewater Limited    
 
      - Natural Eternity Limited    
 
      - Honeycomb Assets Management Limited    
 
      - Land V. Group Limited    
 
           
 
  Company
Registration
Documents
       
 
           
6
      - Land V. Group Limited   Register of members
 
           
6A
      - Land V. Group Limited   Register of members
 
           
6Aa
      - Land V. Group Limited   Register of members
 
           
6B
      - Land V. Group Limited   Register of transfers
 
           
6Ba
      - Land V. Group Limited   Register of transfers
 
           
7
  2005-04-25   - Ma Shing Yung   Application for share
 
           
8
      - Land V. Group Limited   Register of directors
 
           
9
  2005-03-24   - Offshore Incorporations Limited
(as sole subscriber)
  Appointment of first director(s)
 
           
10
  2005-04-25   - Ma Shing Yung   Consent to act as a director
 
           
 
  Shareholders'
and Directors' Resolutions
       
 
           
11
  2005-04-25   - Ma Shing Yung (as sole director)   Written resolutions of the sole director of the company
 
           
12
  2005-10-19   - Ma Shing Yung (as sole director)   Written resolutions of the sole director of the company
 
           
13
  2005-11-03   - Ma Shing Yung (as sole director)   Written resolutions of the sole director of the company
 
           
14
  2006-02-06   - Ma Shing Yung (as sole director)   Written resolutions of the sole director of the company
 
           
15
  2006-03-16   - Ma Shing Yung (as sole director)   Written resolutions of the sole director of the company
 
           
16
  2006-04-06   - Ma Shing Yung (as sole director)   Written resolutions of the sole director of the company

3 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
B. Land V. Limited (HK)
             
 
  Incorporation
Documentation
       
 
           
1
  2001-10-31   - Registrar of Companies in Hong Kong   Certificate of incorporation
 
           
2
  2004-03-17   - Registrar of Companies in Hong Kong   Certificate of change of company name
 
           
2a
  2006-02-11   - Registrar of Companies in Hong Kong   Certificate of change of company name
 
           
2b
      - Business Registration Office   Business registration certificate
 
           
 
  Articles of Association        
 
           
3
      - Land V. Limited   Memorandum and Articles of Association
 
           
4
      - Land V. Limited   Amended Articles of Association
 
           
 
  Company
Registration
Documents
       
 
           
5
  2005-10-31   - Land V. Limited   Form AR1
 
           
6
  2006-02-06   - Land V. Limited   Form NC2
 
           
7
  2006-02-06   - Land V. Limited   Form D2A
 
           
8
  2006-02-06   - Land V. Limited   Form D3
 
           
9
  2006-02-06   - Land V. Limited   Form D4
 
           
10
  2006-02-06   - Liang Kang
- Land V. Group Limited
  Instrument of transfer in respect of Land V. Limited
 
           
11
  2006-02-06   - Liang Kang
- Land V. Group Limited
  Bought and sold notes
 
           
12
  2006-02-06   - Luan Li
- Land V. Group Limited
  Instrument of transfer in respect of Land V. Limited
 
           
13
  2006-02-06   - Luan Li
- Land V. Group Limited
  Bought and sold notes
 
           
 
  Shareholders'
and Directors' Resolutions
       
 
           
14
  2006-01-11   - Liang Kang
- Luan Li
(as shareholders)
  Written resolutions of Land V. Limited
 
           
 
  Business
Contracts
       
 
           
15
  2005-01-07   - Liu Ganwang
- Land V. Limited
  Agreement for subcontracting operating right (with a letter dated December 13, 2004 to Liu

4 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
          Ganwang from Hong Kong Vegetable Marketing Organization which informed the successful bid attached)
 
           
15a
  2006-01-26   - Mr Liang Kang
- Land V. Limited
  Agreement for subcontracting operating right (with a letter dated January 20, 2006 to Liang Kang from Hong Kong Vegetable Marketing Organization which informed the successful bid attached)
 
           
 
  Employees        
 
           
16
          List of employees
 
           
17
  2005-05-25   - Ma Shing Yung
- Luan Li
- Lui Ming Ho
  MPF membership certificates
 
           
 
  Assets        
 
           
18
          List of assets
 
           
19
  2004-07-20   - BMW Concessionaries (H.K.) Ltd   Invoice
 
      - Land V. Limited    
 
           
 
  Loan Contract        
 
           
20
  2006-02-21   - Ma Shing Yung
- Land V. Limited
  Loan contract

5 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
C. Land V. Limited (Fujian) (PRC)
             
 
  Approval
Certificates
       
 
           
1
  2004-07-13   - People's Government of Fujian Province   Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People's Republic of China
 
           
2
  2005-10-25   - People's Government of Fujian Province   Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People's Republic of China
 
           
3
  2004-07-09   - Bureau of Foreign Trade and Economic Cooperation of Gulou District, Fuzhou Municipality
- Land V. Limited of Hong Kong
  Reply concerning the Approval for the Establishment of a Foreign-invested Enterprise Land V. Limited (Fujian)
 
           
 
  Business
Licenses
       
 
           
4
  2005-04-04   - Fuzhou Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
5
  2005-11-03   - Fuzhou Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
5a
  2006-01-06   - Fuzhou Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person (Duplicate)
 
           
 
  Articles of Association        
 
           
6
  2004-06-20   - Land V. Limited (Fujian)   Articles of Association
 
           
7
  2005-09-30   - Land V. Limited   Amendment to the Articles of Association of Land V. Limited (Fujian)
 
           
 
  Capital
Verification
Reports
       
 
           
8
  2004-12-15   - Fujian Tianlian CPA Limited   Capital verification report
 
           
9
  2005-12-28   - Fujian Lixin CPA Limited   Capital verification report
 
           
 
  Certificates        
 
           
10
  2005-05-25   - Agricultural Bank of China, Hudong Branch, Fuzhou Municipality   Account opening certificate (for basic
deposit accounts)
 
           
11
  2004-08-10   - State Administration of Foreign Exchange, Bureau of Fujian Province   Foreign exchange registration certificate
 
           
11a
  2005-05-13   - State Administration of Foreign Exchange, Bureau of Fujian Province   Records of annual inspection
 
           
12
  2004-07-28   - National Taxation Bureau, Gulou District, Fuzhou Municipality   Tax registration certificate of foreign-invested enterprises (national tax registration certificate)
 
           
13
  2004-08-03   - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality   Tax registration certificate of foreign-invested enterprises (local tax registration certificate)

6 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
14
  2005-11-16   - National Taxation Bureau, Gulou District,
Fuzhou Municipality, Fujian Province
  Tax registration certificate of foreign-invested enterprises
 
           
 
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality, Fujian Province    
 
           
14a
  2005-03-20   - Bureau of Health, Lianjiang County   Health permit
 
           
14b
  2004-11-24   - Fujian Entry-Exit Inspection and Quarantine Bureau   Filing and registration certificate for entities applying for inspection
 
           
 
  Environmental
Protection
       
 
           
14c
  2005-12-14   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14d
  2005-12-16   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14e
  2005-12-14   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14f
  2005-12-16   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14g
  2006-01-11   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14h
  2005-12-16   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14i
  2005-12-16   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14j
  2005-12-14   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14k
  2005-12-16   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14l
  2005-12-16   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14m
  2005-12-14   - Green Foods Development Center of Fujian Province   Certificate for non-polluting agricultural products of Fujian
 
           
14n
  2005-02   - Land V. Limited (Fujian)   Report on environmental impacts
caused by the construction
projects in Fujian Province
 
           
 
  Trademark        
 
           
14o
  2005-08-17   - Trademark Bureau of the State Administration for Industry and Commerce   Notice on acceptance of the application for trademark registration
 
           
 
  Land Lease Contracts        
 
           
15
  2005-01-01   - Langqi Town Agricultural By-products and Services Company (Party A)
- Land V. Limited (Fujian)
  Agreement for the leasing of vegetables and non-staple foods base
(Langqi base)
 
           
16
  2005-02-02   - Yuanqian Village Economic Cooperative, Langqi Town, Langqi Economic Zone, Fuzhou Municipality (Party A)
- Land V. Limited (Fujian)
  Land lease agreement
(Langqi base)

7 of 29


 
LIST OF DOCUMENTS
                 
    Date y/m/d   Parties/Signatories   Name of Documents
 
               
17
  2004-12-18     - Villagers Committee of Xinting Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
17A
  2005-05-01     - Villagers Committee of Xinting Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Confirmation for the area of leased land (in relation to the Land Lease Contract No. 17) (Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
18
  2004-09-08     - Villagers Committee of Jiucuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
19
  2004-09-08     - Villagers Committee of Jiucuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
 
          - Land V. Limited (Fujian)    
 
               
19A
          - Villagers Committee of Jiucuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
19B
  2005-04-30     - Jiucuo Village Group 3, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Confirmation for the area of leased land (Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
20
  2005-09-08     - Villagers Committee of Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
21
  2004-09-08     - Villagers Committee of Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
21A
  2005-05-31     - Villagers Committee of Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
21B
  2005-05-12     - Xincuo Village, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)
- Land V. Limited (Fujian)
  Confirmation for the area of leased land (Hubei base)
 
               
22
  2004-11-13     - Hubei Township Economic Committee, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Hubei base)
 
          - Land V. Limited (Fujian)    
 
               
23
          - Villagers Committee of Huangcuo Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
23A
  2005     - Villagers Committee of Huangcuo Village Team No. 1, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 23)
(Qidu base)
 
          - Land V. Limited (Fujian)    

8 of 29


 
LIST OF DOCUMENTS
                 
    Date y/m/d   Parties/Signatories   Name of Documents
 
               
24
          - Villagers Committee of Huangcuo Village (Team No. 2), Qidu Town, Jiaocheng District, Ningde City (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
24A
  2005     - Villagers Committee of Huangcuo Village Team No. 2, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 24)
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
25
  2004-03-01     - Villagers Committee of Huangcuo Village Team No. 3, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
25A
  2005     - Villagers Committee of Huangcuo Village Team No. 3, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 25)
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
26
          - Villagers Committee of Huangcuo Village (Team No. 7), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
26A
  2005     - Villagers Committee of Huangcuo Village (Team No. 7), Qidu Town, Jiaocheng District, Ningde City (Parry A)   Supplemental agreement
(in relation to the land lease contract No. 26)
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
27
          - Villagers Committee of Huangcuo Village (Team No. 8), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
27A
  2005     - Villagers Committee of Huangcuo Village Team No. 8, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 27)
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
28
          - Villagers Committee of Dating Village (Production Group No. 7), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
29
          - Villagers Committee of Dating Village (Production Group Nos. 11 and 13), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
30
          - Villagers Committee of Dating Village (Production Group No. 2), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
31
  2006-03-01     - Villagers Committee of Dating Village (Production Group No. 3), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
32
          - Villagers Committee of Dating Village (Production Group No. 4), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)

9 of 29


 
LIST OF DOCUMENTS
                 
    Date y/m/d   Parties/Signatories   Name of Documents
 
               
 
          - Land V. Limited (Fujian)    
 
               
33
          - Villagers Committee of Dating Village (Production Group No. 4), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
34
  2005-01-19     - Villagers Committee of Beihe Village Team No. 1, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
34A
  2005     - Villagers Committee of Beihe Village Team No. 1, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 34)
 
          - Land V. Limited (Fujian)    
 
               
35
  2005-01-19     - Villagers Committee of Beihe Village Team No. 2, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
35A
  2005     - Villagers Committee of Beihe Village Team No. 2, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 34)
 
          - Land V. Limited (Fujian)    
 
               
36
  2004-07-29     - Villagers Committee of Beihe Village Team No. 3, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
37
  2004-07-29     - Villagers Committee of Beihe Village Team No. 4, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
38
  2004-07-29     - Villagers Committee of Beihe Village Team No. 5, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
39
  2004-07-29     - Villagers Committee of Beihe Village Team No. 12, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
39A
  2005-01-18     - Villagers Committee of Beihe Village (Six Production Groups ó Group Nos. 1, 2, 3, 4, 5 and 12), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contracts Nos. 34, 35, 36, 37, 38, 39)
 
          - Land V. Limited (Fujian)    
 
               
40
          - Villagers Committee of Dongcuo Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
41
  2005-01-20     - Villagers Committee of Sanle Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
          - Land V. Limited (Fujian)    
 
               
42
  2004-03-01     - Villagers Committee of Gongqitou Village, Qidu Town, Jiaocheng District, Ningde   Land lease contract
(Qidu base)

10 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
      Municipality (Party A)    
 
      - Land V. Limited (Fujian)    
 
           
42A
  2005-01-19   - Villagers Committee of Gongqitou Village (Team Nos. 10 and 11), Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 42)
(Qidu base)
 
      - Land V. Limited (Fujian)    
 
           
43
  2004-08-15   - Villagers Committee of Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Land lease contract
(Qidu base)
 
      - Land V. Limited (Fujian)    
 
           
43A
  2004-08-15   - Villagers Committee of Hegan Village, Qidu Town, Jiaocheng District, Ningde Municipality (Party A)   Supplemental agreement
(in relation to the land lease contract No. 43)
 
      - Land V. Limited (Fujian)    
 
           
43B
      - 31 villagers of Hegan Village, Qidu Town   Signature book showing the consent of the village as contractor to lease lands to Linong
 
           
44
  2005-03-01   - Ningde Yifeng Agriculture Technology Co., Ltd. (Party A)   Land lease (sub-lease) contract
(Qidu base)
 
      - Land V. Limited (Fujian)    
 
           
45
  2004-11-28   - Villagers Committee of Yujing Village, Mabi Town, Lianjiang County (Party A)   Land lease contract
(Lianjiang base)
 
      - Land V. Limited (Fujian)    
 
           
46
  2005-01-05   - Villagers Committee of Daiyun Village, Aojiang Town, Lianjiang County (Party A)   Land lease contract
(Lianjiang base)
 
      - Land V. Limited (Fujian)    
 
           
47
  2005-01-05   - Villagers Committee of Shitou Village, Aojiang Town, Lianjiang County (Party A)   Land lease contract
(Lianjiang base)
 
      - Land V. Limited (Fujian)    
 
           
47A
  2005-01-05   - Villagers Committee of Shitou Village, Aojiang Town, Lianjiang County   Supplemental agreement
 
      - Land V. Limited (Fujian)    
 
           
47B
  2005-06-06   - Villagers Committee of Shitou Village, Aojiang Town, Lianjiang County (Party A)   Supplemental agreement
 
      - Land V. Limited (Fujian)    
 
           
48
  2005-03-30   - Fuzhou Longlin Comprehensive Agricultural Development Co., Ltd. (Party A)
- Land V. Limited (Fujian)
(with the contract for contracting the forest lands of Guloudang Forest Farm, Rixi Township, Jin'an District between the People's Government of Rixi Township (Forest Farm) and Fuzhou Longlin Comprehensive Agricultural Development Co., Ltd. attached)
  Contract for sub-contracting the forest lands of Guloudang Forest Farm, Rixi Township, Jin'an District (Forest Farm)
 
           
49
  2005-01-28   - Committee of Dabu Village, Dating Town, Huidong County, Guangdong Province (Party A)   Land lease contract
 
      - Land V. Limited (Fujian)    
 
           
50
  2005-01-01   - Tianjin Longtai Technology Development Co., Ltd. (Party A)   Land lease contract
 
      - Land V. Limited (Fujian)    
 
           
51
  2005-02-03   - Agricultural Development Office of Guyuan County, Hebei Province (Party A)   Land lease contract

11 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
      - Land V. Limited (Fujian)    
 
           
52
  2005-06-14   - Cai Yingguo (Party A)   Land sub-lease contract
 
      - Land V. Limited (Fujian)    
 
           
53
  2005-06-14   - Cai Yingguo (Party A)   Land sub-lease contract
 
      - Land V. Limited (Fujian)    
 
           
 
  Business Contracts        
 
           
54
  2005-05-13
2005-05-17
  - Wal-Mart (China) Investment Co. Ltd.
- Land V. Limited (Fujian)
  Supplier Agreement (Confirmation on Amendment to Supplier Agreement attached)
 
           
55
  2005-10-19   - Fujian New Hua Du Supermarket Co., Ltd. (Buyer)
- Land V. Limited (Fujian)
  Supplemental agreement to the supply and purchase contract, and purchase contract
 
           
55a
  2006-02-27   - Fujian New Hua Du Supermarket Co., Ltd.
- Land V. Limited (Fujian)
  Supplemental agreement to the supply and purchase contract, and purchase contract
 
           
 
  Premises Lease
Contracts
       
 
           
56
  2004-12-08   - Food Management Station, Hubei
Township, Jiaocheng District, Ningde
Municipality, Fujian (Party A)
  Lease contract
 
      - Land V. Limited (Fujian)    
 
           
56A
  2004-12-08   - Food Management Station, Hubei
Township, Jiaocheng District, Ningde
Municipality, Fujian (Party A)
  Supplemental agreement
(in relation to the lease contract No. 56)
 
      - Land V. Limited (Fujian)    
 
           
57
  2004-10-12   - Hubei Township Economic Committee
(Party A)
  Agreement for the leasing of premises
 
      - Land V. Limited (Fujian)    
 
           
 
  Land and Premises Transfer Contract        
 
           
58
  2004-12-14   - Shiyi Foodstuffs Co., Ltd. of Lianjiang County (Party A)   Contract for the transfer and change of lands and properties
 
      - Land V. Limited (Fujian)    
 
           
 
  Property Ownership
Certificates/Land
Use Right
Certificates
       
 
           
59
      - Construction Bureau of Lianjiang County   Property ownership certificate
 
      - Land V. Limited (Fujian)    
 
           
60
  2005-08-02   - People's Government of Lianjiang County   Land use right certificate
 
      - Bureau of Land and Resources of Lianjiang County    
 
      - Land V. Limited (Fujian)    
 
           
 
  Procurement
Contracts
       

12 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
61
  2005-08-10   - Land V. Limited (Fujian)   Procurement contract
 
      - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B)    
 
           
62
  2005-08-29   - Land V. Limited (Fujian)   Procurement contract
 
      - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B)    
 
           
63
  2005-10-13   - Land V. Limited (Fujian)   Procurement contract
 
      - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B)    
 
           
64
  2005-08-10   - Land V. Limited (Fujian)   Procurement contract
 
      - Beijing Hualian Mechanical and Electrical Technology and Equipment Company (Party B)    
 
           
65
  2005-03-15   - Land V. Limited (Fujian)   Contract
 
      - Shenzhen Yunzhou Science & Technology Co., Ltd. (Party B)    
 
      - Shenzhen Jianyuxing Industrial Co., Ltd.    
 
           
65a
  2004-12-30   - Land V. Limited (Fujian)
- Shengzhou Huali Refrigeration Equipment Factory
  Contract for the custom-made of refrigerators for fresh-keeping purpose
 
           
65b
  2006-02-28   - Land V. Limited (Fujian)
- Shenzhen Yunzhou Science & Technology Co., Ltd.
  Contract relating to refrigerators for vegetables preservation
 
           
65c
  2006-01-09   - Land V. Limited (Fujian)
- Shanghai Yingxiang Refrigeration Equipment Co., Ltd.
  Contract for the construction of refrigerators
 
           
65d
  2004-10-08   - Land V. Limited (Fujian)
- Wuxi Goldenstar Agro-Shed Co., Ltd.
  Contract for the sale and purchase of steel-structured sheds
 
           
65e
  2005-05-16   - Land V. Limited (Fujian)
- Taiyuan Xingfa Mountain Pute Plastic Factory, Sales Department of Chaoyang, Beijing
  Contract for the purchase of turnover boxes
 
           
 
  Construction
Contracts
       
 
           
65f
  2004-09-24   - Land V. Limited (Fujian)
- Xiesheng Decoration and Engineering Co., Ltd.
  Contract for the decoration of a culture room in Langqi base
 
           
65g
  2005-03-19   - Land V. Limited (Fujian)
- Fujian Aojiang Construction and Engineering Company
  Contract for the redevelopment of a processing factory and dormitory in Hubei base
 
           
65h
  2004-12-15   - Land V. Limited (Fujian)
- Fujian Aojiang Construction and Engineering Company
  Contract for the redevelopment of a processing factory in Lianjiang
 
           
65i
  2005-07-29   - Land V. Limited (Fujian)
- Xiamen Green World Horticulture Construction Co., Ltd.
  Contracting contract for the alteration of sprinkler irrigation system in Shantou base
 
           
65j
  2005-09-17   - Land V. Limited (Fujian)
- Xiamen Green World Horticulture Construction Co., Ltd.
  Contracting contract for the drip irrigation
system under Mulch Film in Shantou base
 
           
65k
  2005-08-03   - Land V. Limited (Fujian)
- Xiamen Green World Horticulture Construction Co., Ltd.
  Contracting contract for the micro-spraying system in Shantou base

13 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
65l
  2005-08-03   - Land V. Limited (Fujian)
- Xiamen Green World Horticulture Construction Co., Ltd.
  Contracting contract for the digging of wells in Shantou base for irrigation purpose
 
           
65m
  2006-01-10   - Land V. Limited (Fujian)
- Fuzhou Jiuzhou Steel-structured Greenhouse Engineering Co., Ltd.
  Contract for the construction of a processing factory in Shantou base
 
           
65n
  2006-03-03   - Land V. Limited (Fujian)
- Fuzhou Jiuzhou Steel-structured Greenhouse Engineering Co., Ltd.
  Contract for the construction of a processing factory in Huidong base
 
           
 
  Loan Contract        
 
           
65o
  2006-02-28   - Sun Jianguo   Loan contract
 
      - Land V. Limited (Fujian)    
 
           
 
  Taxation        
 
           
66
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
67
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
68
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
69
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
70
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
71
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
72
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
73
      - Foreign Tax Office under the Local Taxation Bureau of Fuzhou Municipality (Chop)   General tax payment certificate
 
           
 
  Labor Contract        
 
           
74
  2005-01-19   - Land V. Limited (Fujian)   Labor contract
 
      - Lu Zhiyuan    

14 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
D. Land V. Limited (Shenzhen)
             
 
  Approval
Certificates
       
 
           
1
  2004-04-15   - People's Government of Shenzhen Municipality   Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People's Republic of China
 
           
2
  2004-04-15   - Foreign Trade and Economic Cooperation Bureau of Shenzhen Municipality
- Hong Kong Lianyu Development Co., Ltd.
  Notice on the Establishment of a Foreign-invested Enterprise Land V. Limited (Shenzhen)
 
           
 
  Business Licenses        
 
           
3
  2004-10-12   - Shenzhen Administration for Industry and Commerce   Business License for an Enterprise
as a Legal Person
 
           
3a
      - Shenzhen Administration for Industry and Commerce   Business License for an Enterprise as a Legal Person (Records of annual inspection)
 
           
 
  Articles of Association        
 
           
4
  2004-04-08   - Land V. Limited (Shenzhen)   Articles of Association
 
           
5
  2004-08-17   - Land V. Limited   Supplemental Articles of Association
 
           
 
  Capital
Verification Report
       
 
           
6
  2004-06-28   - Guangzhou Huijian Certified Public Accountants Ltd.   Capital verification report
 
           
 
  Certificates        
 
           
7
  2005-09-07   - Shanghai Pudong Development Bank,
Shenzhen Branch, Central District
Sub-branch
  Account opening certificate (for
basic deposit accounts)
 
           
8
  2004-06-08   - State Administration of Foreign Exchange, Shenzhen Branch   Foreign exchange registration certificate of foreign-invested enterprises
 
           
8a
  2005-05-20       Records of annual inspection
 
           
9
  2004-05-18   - National Taxation Bureau of Shenzhen Municipality   Tax registration certificate
(national tax registration
certificate)
 
           
10
  2004-05-17   - Local Taxation Bureau of Shenzhen Municipality   Tax registration certificate (local
tax registration certificate)
 
           
11
  2005-04-13   - Bureau of Health of Shenzhen Municipality   Health certificate (duplicate)
 
           
 
  Environmental
Protection
       
 
           
11a
  2004-12-16   - Environmental Protection Bureau of Shenzhen Municipality   Reply for the examination of environmental impact caused by construction projects
 
           
 
  Lease Contract        
 
           
12
  2004-06-07   - Zhang Qiaozhen (Party A)   Premises lease contract

15 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
      - Land V. Limited (Shenzhen)    
 
           
 
  Procurement Contract        
 
           
13
  2004-06-16   - Land V. Limited (Shenzhen)   Contract
 
      - Shenzhen Yunzhou Science & Technology Co., Ltd.    

16 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
E. Land V. Limited (Hangzhou) (PRC)
             
 
  Approval Certificate        
 
           
1
  2004-08-27   - People's Government of Zhejiang Province   Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People's Republic of China
 
           
 
  Business Licenses        
 
           
2
  2005-09-20   - Hangzhou Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
2a
  2005-09-20   - Hangzhou Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person (duplicate)
 
           
 
  Articles of Association        
 
           
3
  2004-07-20   - Land V. Limited (Hangzhou)   Articles of Association
 
           
4
  2004-08-24   - Investment Promotion Bureau of Hangzhou Economic and Technology Development Zone
- Land V. Limited (Hangzhou)
  Reply concerning the Approval for the Establishment of a Foreign-invested Enterprise Land V. Limited (Hangzhou)
 
           
 
  Capital Verification
Reports
       
 
           
5
  2004-12-14   - Zhejiang Zhonghui CPA Limited   Capital verification report
 
           
6
  2005-09-14   - Zhejiang Zhongxin CPA Limited   Capital verification report
 
           
 
  Certificates        
 
           
7
  2005-06-14   - Agricultural Bank of China, Yuhang Qiaosi Sub-branch, Hangzhou   Account opening certificate (for basic
deposit accounts)
 
           
8
  2004-10-10   - State Administration of Foreign Exchange, Zhejiang Bureau   Foreign exchange registration certificate
 
           
8a
  2005-04-19       Records of annual inspection
 
           
9
  2005-09-26   - National Taxation Bureau of Hangzhou Municipality, Zhejiang Province
- Local Taxation Bureau of Hangzhou Municipality, Zhejiang Province
  Tax registration certificate (duplicate)
 
           
10
  2004-11-26   - Fujian Entry-Exit Inspection and Quarantine Bureau   Health registration certificate
 
           
 
  Contracting
Contract
for Land
       
 
           
11
  2006-03-15   - Land V. Limited (Hangzhou)
- No. 6 Farm of Qiaosi Farm
  Contract for the contracting and operation of lands
 
           
 
  Custom-made
Contract
       
 
           
12
  2004-06-30   - Land V. Limited (Hangzhou)
- Shcngzhou Huali Refrigeration Equipment Factory
  Contract for the custom-made of refrigerators for fresh-keeping purpose

17 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
F. Land V. Limited (Weifang) (PRC)
             
 
  Approval Certificates        
 
           
15
  2005-01-31   - People's Government of Shandong Province   Certificate of Approval for Establishment of Enterprises with Foreign Investment in the People's Republic of China
 
           
2
  2005-01-26   - Foreign Trade and Economic Cooperation Bureau of Anqiu Municipality
- Land V. Limited
  Reply concerning the Feasibility Study Report of a Wholly Foreign Owned Enterprise Land V. Limited (Weifang)
 
           
3
  2005-01-31   - Foreign Trade and Economic Cooperation Bureau of Weifang Municipality
- Land V. Limited
  Reply concerning the Approval for the Establishment of a Wholly Foreign Owned Enterprise Land V. Limited (Weifang)
 
           
4
  2005-01-06   - People's Government of Anqiu Municipality
- Land V. Limited
  Reply concerning the operation of Land V. Limited (Weifang)
 
           
 
  Business
License
       
 
           
5
  2005-11-18   - Weifang Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
 
  Articles of Association        
 
           
6
  2005-01   - Land V. Limited   Articles of Association
 
           
 
  Capital Verification
Reports
       
 
           
7
  2005-06-07   - Shandong Xinhua CPA Limited   Capital verification report
 
           
8
  2005-09-13   - Shandong Xinhua CPA Limited   Capital verification report
 
           
 
  Certificates        
 
           
9
  2005-05-30   - Bank of China, Anqiu Branch   Account opening certificate (for basic
deposit accounts)
 
           
10
  2005-04-19   - State Administration of Foreign Exchange, Anqiu Sub-branch   Foreign exchange registration certificate
 
           
11
  2005-04-19   - National Taxation Bureau of Anqiu Municipality   Tax registration certificate of foreign-invested enterprises (duplicate)(national tax registration certificate)
 
           
12
  2005-04-18   - Local Taxation Bureau of Anqiu Municipality   Tax registration certificate of foreign-invested enterprises (duplicate)(local tax registration certificate)
 
           
13
  2005-01-20   - Bureau of Health of Anqiu Municipality   Health permit (duplicate)
 
           
14
  2005-06-07   - Weifang Entry-Exit Inspection and Quarantine Bureau   Filing and registration certificate for entities applying for inspection
 
           
 
  Environmental
Protection
       
 
           
15
  2005-01-18   - Land V. Limited   Registration form for environmental impact

18 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
          caused by construction projects (trial)
 
           
 
  Premises Lease
Contract
       
 
           
16
  2005-01-01   - Land V. Limited (Weifang)   Premises lease contract
 
      - Li Bo    

19 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
G. Land V. Limited (Tianjin) (PRC)
             
 
  Approval Certificates        
 
           
1
  2005-09-02   - People's Government of Tianjin Municipality   Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People's Republic of China
 
           
2
  2005-04-28   - Foreign Economic and Trade Commission of Baodi District, Tianjin Municipality
-Liang Qikang
  Reply concerning the Approval of the Establishment of a Wholly Foreign Owned Enterprise Land V. Limited (Tianjin) in the District
 
           
 
  Business
License
       
 
           
3
  2005-11-06   - Tianjin Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
 
  Articles of Association        
 
           
4
  2005-03-05   - Land V. Limited (Tianjin)   Articles of Association
 
           
 
  Capital Verification
Report
       
 
           
5
  2005-10-26   - Tianjin Zhengtai CPA Limited   Capital verification report
 
           
 
  Certificates        
 
           
7
  2005-05-25   - State Administration of Foreign Exchange, Tianjin Bureau   Foreign exchange registration certificate
 
           
8
  2005-05-16   - National Taxation Bureau of Baodi District, Tianjin Municipality   Tax registration certificate of foreign-invested enterprises (national registration certificate)
 
           
9
  2005-06-15   - Local Taxation Bureau of Baodi District, Tianjin Municipality   Tax registration certificate of foreign-invested enterprises (duplicate) (local registration certificate)
 
           
 
  Reply to Projects Application        
 
           
10
  2004-11-12   - Development and Planning Committee of Baodi District, Tianjin Municipality   Reply to the Project Application Relating to the "Demonstration of Technological Study of Storing and Preserving Non-polluting Vegetables of Baodi District" Newly Submitted by the Planting Farm of Baodi District, Tianjin Municipality
 
           
 
  Environmental
Protection
       
 
           
11
  2005-04   - Planting Farm of Baodi District, Tianjin Municipality   Report on the environmental impact
caused by construction projects (trial)

20 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
12
  2005-04-18   - Environmental Protection Bureau of Baodi District, Tianjin Municipality   Ruling for the grant of administrative permit (trial)
 
           
13
  2005-04-18   - Environmental Protection Bureau of Baodi District, Tianjin Municipality   Reply concerning the report on environmental impact caused by the project of processing and distribution of non-polluting vegetables for export purpose by the planting farm of Baodi District, Tianjin Municipality
 
           
 
  Lease Contract        
 
           
14
  2004-11-30   - Land V. Limited (Tianjin)
- Tianjin Longtai Technology Development Co., Ltd.
  Agreement for the leasing of a processing factory
 
           
 
  Construction
Contracts
       
 
           
15
  2005-10-25   - Land V. Limited (Tianjin)
- Tianjin Qiangjian Construction Co., Ltd., Construction Team No. 1
  Contracting contract for the redevelopment of a sunlight greenhouse
 
           
16
  2005-03-10   - Land V. Limited (Tianjin)
- Tianjin Qiangjian Construction Co., Ltd., Construction Team No. 1
  Contracting contract for the redevelopment of Tianjin processing factory

21 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
H. Land V. Limited (Liaoyang) (PRC)
             
 
  Approval
Certificate
       
 
           
1
  2004-07-06   - People's Government of Liaoning Province   Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People's Republic of China
 
           
 
  Business
Licenses
       
 
           
2
  2004-07-07   - Liaoyang Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
3
  2004-07-07   - Liaoyang Administration for Industry and Commerce   Business License for an Enterprise as a
Legal Person
 
           
3a
  2005-04-19   - Liaoyang Administration for Industry and Commerce   Business License for an Enterprise as a Legal Person (records of annual inspection)
 
           
 
  Articles of Association        
 
           
4
  2004-06-10   - Land V. Limited (Liaoyang)   Articles of Association
 
           
5
  2004-06-28   - Foreign Trade and Economic Cooperation Bureau of Liaoyang Municipality
- Land V. Limited (Liaoyang)
  Reply concerning the Articles of Association of Land V. Limited (Liaoyang)
 
           
 
  Capital
Verification
Reports
       
 
           
6
  2004-09-01   - Liaoning Taiyi CPA Limited   Capital verification report
 
           
7
  2004-12-27   - Liaoning Taiyi CPA Limited   Capital verification report
 
           
 
  Certificates        
 
           
8
  2005-06-13   - China Construction Bank, Zhaolin
Sub-branch, Liaoyang, Liaoning Province
  Account opening certificate (for basic
deposit accounts)
 
           
9
  2004-07-16   - State Administration of Foreign Exchange, Liaoyang City Center Bureau   Foreign exchange registration certificate
 
           
9a
  2005-04-20   - State Administration of Foreign Exchange, Liaoyang City Center Bureau   Records of annual inspection
 
           
10
  2004 -08-03   - National Taxation Bureau of Liaoyang Municipality, Liaoning Province   Tax registration certificate (duplicate)
(national tax registration certificate)
 
           
11
  2004-09-10   - Local Taxation Bureau of Liaoyang Municipality   Tax registration certificate of foreign-invested enterprises (local tax registration certificate)
 
           
 
  Premises Lease
Contract
       
 
           
12
  2004-11-04   - Liu Qiang (Party A)
- Land V. Limited (Liaoyang)
  Agreement for the leasing of a refrigerator and premises
 
           
 
  Land Lease
Contracts
       

22 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
13
  2005-12-30   - Chen Wenfeng   Contracting contract for lands
 
      - Land V. Limited (Liaoyang)    
 
           
14
  2005   - Committee of Hali Village   Land lease contract
 
      - Land V. Limited (Liaoyang)    

23 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
I. Valuetrue Investments Limited
             
 
  Incorporation
Documentation
       
 
           
1
  2005-07-05   - Registrar of Corporate Affairs of BVI   Certificate of Incorporation
 
           
 
  Company
Registration
Documents
       
 
           
2
      - Valuetrue Investments Limited   Register of members
 
           
3
      - Valuetrue Investments Limited   Register of directors
 
           
4
      - Valuetrue Investments Limited   Register of transfers
 
           
 
  Shareholders'
and Directors' Resolutions
       
 
           
5
      - OIL Officers Limited   Member's resolution ó appointment of director(s) and transfer of share

24 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
J. Win Seasons Finance Ltd.
             
 
  Incorporation
Documentation
       
 
           
1
  2005-04-06   - Registrar of Corporate Affairs of BVI   Certificate of Incorporation
 
           
 
  Company
Registration
Documents
       
 
           
2
      - Win Seasons Finance Ltd.   Register of members
 
           
3
      - Win Seasons Finance Ltd.   Register of directors

25 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
K. Magnetic Star Holdings Limited
             
 
  Incorporation
Documentation
       
 
           
1
  2000-01-18   - Registrar of Companies   Certificate of Incorporation
 
           
 
  Company
Registration
Documents
       
 
           
2
      - Magnetic Star Holdings Limited   Register of members
 
           
3
      - Magnetic Star Holdings Limited   Register of directors

26 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
L. Others
             
1
  2006-01   - China Linong Group (Fujian) Limited   Register of employees of China Linong Group
 
      - China Linong Group (Hangzhou) Limited  
 
      - China Linong Group (Liaoyang) Limited    
 
      - China Linong Group (Tianjin) Limited    
 
      - China Linong Group (Weifang) Limited    
 
      - China Linong Group (Shenzhen) Limited    
 
      - Huidong base of China Linong Group    
 
      - Shantou base of China Linong Group    
 
           
2
          List of assets of Linong
 
           
3
          Information of the management

27 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
M. China Linong International Limited
             
 
  Incorporation
Documentation
       
 
           
1
  2006-03-24   - Registrar of Corporate Affairs   Certificate of Incorporation
 
           
 
  Articles of Association        
 
           
2
          Memorandum and Articles of Association
 
           
 
  Transfer
Agreement
       
 
           
3
  2006-04-06   - Magnetic Star Holdings Limited
- Win Seasons Finance Ltd.
- Valuetrue Investments Limited
- Natural Scent Limited
- Grow Grand Limited
- Limewater Limited
- Natural Eternity Limited
- Honeycomb Assets Management Limited
- China Linong International Limited
  Agreement for transfer of shares in Land V. Group Limited
 
           
 
  Shareholders' Agreement        
 
           
4
  2006-04-06   - Magnetic Star Holdings Limited
- Win Seasons Finance Ltd.
- Valuetrue Investments Limited
- Natural Scent Limited
- Grow Grand Limited
- Limewater Limited
- Natural Eternity Limited
- Honeycomb Assets Management Limited
- China Linong International Limited
  Shareholders' Agreement relating to China Linong International Limited
 
           
 
  Company
Registration
Documents
       
 
           
5
  2006-04-06   - Offshore Incorporations Limited
(as sole subscriber)
  Appointment of first director(s)
 
           
6
  2006-04-06   - Ma Shing Yung   Consent to act as a director
 
      - Luan Li    
 
      - Li Jin    
 
      - Lui Ming Ho    
 
           
7
      - China Linong International Limited   Register of directors
 
           
8
      - China Linong International Limited   Register of members
 
           
 
           

28 of 29


 
LIST OF DOCUMENTS
             
    Date y/m/d   Parties/Signatories   Name of Documents
 
           
 
  Shareholders' and Directors' Resolutions        
 
           
9
  2006-04-06   - Ma Shing Yung
- Luan Li
- Li Jin
- Lui Ming Ho
  Written resolutions of all directors of the Company
 
           
10
  2006-04-06   - Ma Shing Yung (as chairman)   Minutes of a meeting of the directors of the Company

29 of 29


 
EXHIBIT F
Shareholders Agreement

 


 
SHAREHOLDERS AGREEMENT
     THIS SHAREHOLDERS AGREEMENT (this "Agreement") is made and entered into as of April 27, 2006 by and among China Linong International Limited, a BVI business company organized under the BVI Business Companies Act, 2004 (the "Company"), Land V. Group Limited, an international business company organized under the laws of the British Virgin Islands (the "BVI Subsidiary"), Land V. Limited, a company limited by shares established under the laws of Hong Kong of PRC (the "HK Subsidiary"), each of the companies listed on Exhibit A hereto, each a wholly foreign owned enterprise organized under the laws of PRC (collectively, the "PRC Subsidiaries" and each, a "PRC Subsidiary"; and collectively with the BVI Subsidiary and the HK Subsidiary, the "Subsidiaries"), each of the entities listed on Exhibit B hereto (collectively, the "Existing Shareholders" and each, an "Existing Shareholder"), each of the individuals listed on Exhibit C hereto (collectively, the "Founders" and each, a "Founder"), and each of the persons listed on Exhibit D hereto (collectively, the "Investors" and each, an "Investor").