Common use of Board Meetings Clause in Contracts

Board Meetings. The Company shall hold no less than one (1) Board meeting during each fiscal quarter. A quorum for a Board meeting shall consist of five (5) directors, including all Preferred Shareholder Directors. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at a Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per day.

Board Meetings. Meetings of the Board shall be conducted as follows: (a) The Company Board shall hold no less than one (1) Board meeting during each fiscal quartermeet at least twice every year at a location determined by the Chairman of the Board. A quorum for a Board meeting shall consist of five (5) directors, including all Preferred Shareholder Directors. If a quorum shall not be present at At any meeting meetings of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be presentone director nominated by PEMSTAR and one director nominated by HongGuan. A Board meeting shall be called by the Chairman and presided over by the Chairman. The Chairman shall give each director a written notice thirty (30) days before a Board meeting and such notice shall include the agenda, provided that, if notice time and location of the meeting to be held. (b) A special Board meeting shall be called by the Chairman of the Board if it is so requested by at least two (2) directors. The Chairman shall give each director a written notice at least seven (7) days before a special Board meeting has been duly delivered and such notice shall include the agenda, time and location of the meeting to all be held. In the event that the Chairman does not convene a meeting within seven (7) days of the request of at least two (2) directors, the other directors in accordance with may convene a meeting by giving notice as described above. (c) A director shall be entitled at any time and from time to time to appoint any person to act as his alternate and to terminate the applicable notice procedures in appointment of such person. Such appointment shall require the Memorandum prior written consent of the Parties unless such alternate is currently a director. Any such alternate director shall be entitled while holding office as such to receive notices of meetings of the Board and Articles, to attend and vote as a director at any such meetings at which the quorum director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the director appointing him. Further, that alternate director shall be entitled to exercise the vote of the director appointing him at any meetings of the Board and if such alternate director represents more than one director, such alternate director shall be entitled to one vote for every director he represents. (d) A meeting of the directors at which a quorum is present shall not transact any business other than the business stated in the agenda specified in the notice of that meeting unless the directors present unanimously agree otherwise. A meeting of the directors at which a quorum is present shall be competent to exercise all the powers and discretions for the time being exercisable by the Board. If within one half hour 30 minutes from the time appointed for the such meeting solely because of the absence of any Preferred Shareholder Director(s)a quorum is not present, the meeting shall be stand adjourned to the third following Business Day seventh (7th) working day (or such other date as may be mutually agreed by the Parties) at the same time and place (or to and if at such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles anda quorum shall not be present, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for then the meeting solely because shall be dissolved and the deadlock provisions set forth in Section 16.5 may be invoked by either Party. (e) Upon the request of the absence of Chairman, any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution meeting of the Board may be conducted by telephone or video conference. Any action to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to such action and such resolution in writing shall be as effective as a resolution passed with no less than at a majority affirmative votes meeting of the Board duly convened and held, and may consist of several documents in the like form each signed by one or more of the directors. In the event that there is a deadlock on the voting of a proposed action, such action shall be deemed rejected by the Board. Notwithstanding the timing provisions of Section 6.3(a) or (b), all the directors present at a meeting of the Board meetingvalidly convened in accordance with Section 6.3(a) or (b) may unanimously waive or agree to shorter notice thereof. (f) Minutes and resolutions of each meeting shall be kept in the English language and shall be signed by the Chairman of the Board. In the case of an equality of votes event that any Board member proposes any modification or a deadlock addition to the minutes for whatever reason at a Board meeting, such director shall submit the Ordinary Director who is same in writing to the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member Chairman of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with within two (2) weeks after receipt by such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price director of the economy class minutes and resolutions. The Chairman shall make decisions on such proposed modifications and additions within four (4) weeks from the receipt thereof. Copies shall be provided to each of the flight from Parties and the resident city originals shall be retained at the registered office of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per dayCompany.

Board Meetings. 6.1 The Company Shareholders shall hold no less than one (1) Board meeting procure that at all times during each fiscal quarter. A quorum for a Board meeting shall consist the continuance of five (5) directors, including all Preferred Shareholder Directors. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice this Agreement meetings of the Board meeting of the Company shall unless otherwise agreed between the Shareholders be held at regular intervals (and in any event not less frequently than once every quarter) and shall be convened on not less than 30 days notice in writing to the Directors and (if at any time there is no `A' Director) Inc accompanied by an agenda specifying the business to be transacted. 6.2 With effect from 1 April 1999 the quorum necessary for the transaction of the business of the Directors shall be two if no `A' Director is appointed and three if an `A' Director has been duly delivered to all directors in accordance with appointed of whom throughout the applicable notice procedures meeting one shall be an "A" Director (if any is appointed) and one a "B" Director (a "Board Quorum"). A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the Memorandum and Articles, and the quorum quorum. Prior to 1 April 1999 a Board Quorum shall comprise any two Directors. 6.3 If a Board Quorum is not present within one half an hour from the time appointed for the meeting, or if during the meeting solely because of the absence of any Preferred Shareholder Director(s)a Board Quorum ceases to be present, the meeting shall be stand adjourned to the third day 30 days following Business Day the date appointed for the meeting at the same time and place (or to such other time or such other and place as the directors Directors may determine) with notice duly delivered to all directors one day prior to the determine (such adjourned meeting pursuant to being called the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum "First Adjourned Meeting"). 6.4 If a Board Quorum is not present within one half an hour from the time appointed for the First Adjourned Meeting, or if during the First Adjourned Meeting a Board Quorum ceases to be present, the First Adjourned Meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the Directors may determine (such further adjourned meeting solely because of being called the absence of any Preferred Shareholder Director(s"Second Adjourned Meeting") 6.5 If a Board Quorum is not present within half an hour from the time appointed for the Second Adjourned Meeting, then any five or more directors if during the Second Adjourned Meeting a Board Quorum ceases to be present the Directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at a Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per day.

Board Meetings. The Company shall hold no less than one (1) Board meeting during each fiscal quartermeetings shall be held at least twice (2) a year. A quorum for a Meetings shall be held at the registered address of the Joint Venture or such other address in China or abroad as may be agreed by the Board. The first Board meeting shall consist be held no later than sixty (60) days after the Establishment Date. (2) The agenda for Board meetings shall be determined by the Chairman of five the Board, but shall include in any event the items proposed by other members of the Board. (53) directorsBoard Meetings shall require prior written notice to all Directors of not less than four (4) weeks (unless otherwise agreed unanimously by all the Directors) setting forth the date, including all Preferred Shareholder Directorstime, place and agenda. If a quorum Directors may waive their right to receive prior written notice of any meeting. (4) Upon the written notice of the Chairman of the Board or upon written request of one third (1/3) or more of the Directors of the Joint Venture specifying the matters to be discussed, the Chairman of the Board shall not be present at any within thirty (30) days convene an interim meeting of the Board, the directors provided that a quorum will be present thereat may adjourn the for such an interim meeting, until a quorum shall be present, provided that, if notice of whether in person or by proxy. (5) The Chairman is responsible for convening and presiding over all Board meetings. If the Board meeting has been duly delivered Chairman is unable to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at convene and/or preside over a Board meeting, the Ordinary Vice Chairman or a Director designated in writing by the Chairman shall convene and/or preside over such Board meeting. (6) Board meetings may be attended by Directors in person, by telephone or video conference, provided, however, that if a Director is unable to participate in a Board meeting, he/she shall issue a written proxy authorizing another Director or individual to attend the meeting on his/her behalf. A Director or other individual so entrusted shall have the same rights and powers as the Director who issued the proxy. (7) Board meetings shall be duly convened if a quorum is constituted in attendance, in person or by proxy. In the Chief Executive Officer event that the Directors appointed by any Party fail to attend a Board meeting resulting in a lack of a quorum, and such failure to attend is due to a dispute between the Directors or Parties, such Party shall be deemed to be in breach of this Contract, and Article 17 will become applicable. If after two attempts to convene Board meetings that are not achieved due to the lack of a quorum, a Board meeting may be convened with a simple majority of Directors (provided such policy only applies to the face-to-face Board meetings). (8) For the purpose of this clause, if a written resolution is executed in identical counterparts, such signed counterparts shall together be deemed to constitute a single resolution, effective on the day the last Director signs the relevant counterpart. (9) Notwithstanding any other provisions herein, Board resolutions may be adopted by written consent by the Board in lieu of a meeting if the relevant resolutions are sent to all Directors and the resolutions are affirmatively signed and adopted by all Directors. Such written Board resolutions may consist of several counterparts in identical form each signed by one or more of the Company Directors. Such written Board resolutions shall be filed with the Board meeting minutes and shall have an additional casting votethe same force and effect as a Board resolution adopted at a duly constituted and convened Board meeting. (10) Board meetings shall be held in English and Chinese and all Board minutes and Board resolutions and agendas and other Board meeting documents shall be prepared and provided in both English and Chinese. The Company Chairman shall cause complete and accurate minutes (in English and Chinese versions) to be kept of all meetings (including meeting notices) and of matters addressed or raised at such meetings. Minutes of all Board meetings shall be circulated to all Directors promptly reimburse after each member meeting. Any Director who wishes to propose any amendment or addition to the meeting minutes shall submit the same in writing to the Chairman not later than fifteen (15) days after receipt of the Board minutes, and the Chairman shall circulate such proposal to all the Directors. Any Director who wishes to object to the proposed amendment to the minutes shall submit the same in writing to the Chairman and all other Directors not later than fifteen (15) days after receipt of the proposed amendment, otherwise such proposed amendment shall be adopted and the minutes shall be amended accordingly. If the proposed amendment and relevant objection are not resolved within thirty (30) days of the Chairman's receipt of such objection, neither the proposal nor the objection shall be adopted but both would be noted as an attachment to the minutes. All Directors shall sign each page of the final minutes within sixty (60) days after receipt of same, and each Observer return such signed copy to the Joint Venture. The original minutes shall be kept on file with the Joint Venture and shall be available to any Director or their proxies for inspection or copying at any reasonable time. (11) No remuneration shall be paid by the Joint Venture to any of its Directors in his/her capacity as such; provided, however, that participates in or attends Board and/or committee meetings the event that a Director is concurrently an officer of the Joint Venture, such Director shall be entitled to remuneration for all reasonable, out-of-pocket his/her service as an officer only. A Director may recover from the Joint Venture such expenses as are reasonably and properly incurred in connection with such participation his/her attending the Board meetings or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price other activities of the economy class of the flight from the resident city of such Director or Observer to the city Joint Venture where the meeting his/her presence is held) and lodging and/or long-distance telephone chargesrequired. The Directors Board shall also be entitled establish a policy to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per dayimplement this subsection.

Board Meetings. A quorum for a Board meeting shall be more than half of the total number of directors. Each director shall have one vote. A resolution at a Board meeting shall be decided by a simple majority of the directors on the Board, provided that matters set out in Sections 3.2(iv)(h)—3.2(iv)(s) shall require affirmative votes of at least three (3) directors appointed by Ruipeng Management Members and at least three (3) directors appointed by Xxxxxxxxx. A director shall resign immediately or be removed by a Board meeting if he is absent from three (3) consecutive meetings of the Board without cause (for the avoidance of doubt, attending in person or by proxy, via on-site, telephone, telepresence or other means shall be counted as attending). If any vacancy as a result of the aforementioned resignation or removal of the director, the Member who is entitled to nominate and appoint that director shall have the right to re-appoint a new director to the Board. The Company shall hold no less than one two (12) Board meeting meetings during each fiscal quarteryear and such meeting shall be called by either Co-Chairman. A quorum for With respect to one Board meeting (no matter a regular meeting or an extraordinary meeting), at least ten (10) days’ prior written notice (or a shorter period agreed by all directors of the Company) must be given to all directors. An extraordinary Board meeting shall consist be held if (i) one or more Members who together hold more than 10% of five the total and outstanding Shares with voting rights of the Company or (5ii) directorsmore than one third (1/3) of the directors on the Board request so. Any director shall attend the Board meeting in person, including all Preferred Shareholder Directorsby conference telephone or other communication equipment which allows those participating to hear and speak to each other clearly. If a quorum shall not be present Any director may appoint another director as the proxy to represent him at any meeting of the Boarddirectors if he is unable to attend the meeting. If a director appoints a proxy, the directors present thereat may adjourn the meeting, until instrument appointing a quorum proxy shall be presentin writing, provided that, if notice setting out the name of the Board meeting has been duly delivered to all directors in accordance with proxy, the applicable notice procedures in the Memorandum authorized matters and Articles, scope and the quorum is not present within one half hour from the time appointed for the meeting solely because term of the absence authorization, then for all purposes the presence or vote of any Preferred Shareholder Director(s), the meeting proxy shall be adjourned deemed to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because be that of the absence of any Preferred Shareholder Director(s), then any five or more directors present appointing director. Such instrument shall be signed or chopped by the appointing director. The proxy shall exercise right of a quorum. Any resolution director of the Board shall be passed with no less than Company within the authorized scope. If a majority affirmative votes of directors director neither is present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at a Board meeting nor appoints a proxy, such director is deemed to have abstained at that Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per day.

Board Meetings. (a) Board meetings shall be held at least once every six months and shall be convened and presided over by the Chairman. The Company shall hold no less than one (1) inform each director of all regular and special Board meetings. Board meeting during convener shall give each fiscal quarterdirector a written notice ten (10) Business Days in advance, setting forth the date, time, venue and detailed agenda of the meeting and accompanied by the relevant documents and materials. A Notice of meetings of the Board may be waived with a unanimous consent of the Board. The Board may adopt written resolutions without a meeting; any resolution shall be deemed adopted if it is mailed or faxed to, and signed by, all the shareholders. (b) The presence of all directors, either in person or by proxy, shall constitute a quorum at Board meeting. If any director is unable to attend the meeting in person, he may issue a written power of attorney to authorize another director or another person to attend in his place. The proxy shall vote on behalf of such director. Any absent director will be deemed to have waived his voting rights at a meeting if he fails to appoint a proxy to attend the meeting in his place. (c) After each Board meeting, the meeting minutes shall be submitted to all the directors for review as soon as possible. Directors wishing to modify or supplement the minutes shall provide the Company with a written report setting forth his comments as soon as possible following his receipt of such meeting minutes. Upon finalization and adoption, meeting minutes shall be signed by all directors attending the meeting and shall be kept by the Company on file, and a complete copy thereof shall be promptly delivered to the Parties and all the directors. All minutes of the Board meetings and records of the resolutions in lieu of a Board meeting shall consist of five (5) directors, including all Preferred Shareholder Directors. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered to all directors in accordance with the applicable notice procedures included in the Memorandum and Articles, and the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at a Board meeting, the Ordinary Director who is the Chief Executive Officer minute book of the Company shall have an additional casting vote. and be stored by the Company at its legal address. (d) The Company shall promptly bear any and all reasonable expenses incurred by the directors in connection with their participation of Board activities, including but not limited to expenses incurred for attending Board meetings, and shall reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings director for all reasonable, reasonable out-of-pocket expenses incurred in connection with such participation or attendanceby him for the purpose of attending meetings of the Board, including without limitation round-trip but not limited to travel and accommodation expenses. Each shareholder hereby agrees to release the directors appointed by the Investors from any and all liabilities related to the performance of their duties and responsibilities as a director to the maximum extent permitted by applicable law, except in case of gross negligence or willful misconduct. (provided such traveling fee is no more than e) Other rules on Board meetings are further detailed in the market price Articles of Association of the economy class Company. (f) When voting on a resolution of the flight from Board, each member shall have one vote. Decisions on the resident city following matters shall require consent of such Director 4 directors (who shall include the director appointed by Baidu). Except for the following matters, the matters subject to a Board resolution shall require consent of half or Observer to more of the city where the Board directors. Even if no Board meeting is held, any Board resolution shall be deemed valid if it is mailed or faxed to, and signed by, all the directors. 1) termination of the business of the Company and/or any of its major branches (which refers to any subsidiary in which the Company directly or indirectly holds more than 20% voting equity interest/shares, or which is engaged in a major business (which refers to any business representing 15% or more of the public transport resources, revenue, operating profit or net profit of the Company)) or change of any of their existing business activities; 2) sale, transfer, mortgage or other disposal of all or substantial assets of the Company and/or any of its major branches (if any), or assets of a total value of two million Renminbi (RMB 2,000,000) (including but not limited to real estate, equipment and other tangible assets, IPs or equity interest of subsidiaries); 3) approval of the Company’s annual business plans, annual financial budgets, quarterly financial budgets and business proposals, or any material amendment to any approved annual business plans, annual financial budgets, quarterly financial budgets or business proposals, including any capital expansion plans, operating budgets and financial arrangements; 4) any acquisition of fixed assets whose value exceeds twenty million Renminbi (RMB 20,000,000) in one transaction or one hundred million Renminbi (RMB 100,000,000) in the aggregate within one year, any acquisition of intangible assets whose value exceeds two million Renminbi (RMB 2,000,000) in one transaction or ten million Renminbi (RMB 10,000,000) in the aggregate within one year, and execution of any material IP transfer or license contract by the Company as transferor or licensor (except for the fixed assets or intangible assets transactions included in the business proposals and budgets approved by the Board); 5) establishment of subsidiaries or branches, establishment of any non-wholly-owned limited liability company, joint stock company, joint venture, cooperative organization, partnership or entity of other form, or any external investment in an amount higher than two million Renminbi (RMB 2,000,000) in one transaction or ten million Renminbi (RMB 10,000,000) in a series of transactions (except for the business proposals and budgets of the external investment projects which have been approved by the Board and specified the subject, mode, price and conditions of the investment); 6) any related party transactions entered into with shareholders, directors, Senior Officers or other Affiliates of the Company (including but not limited to provision by the Company of any security or loans to the above-stated persons, except for those transactions included in the business proposals and budgets expressly approved by the Board); 7) execution of any disbursement contracts whose individual amount exceeds two million Renminbi (RMB 2,000,000) or whose quarterly aggregate amount exceeds ten million Renminbi (RMB 10,000,000), except for those included in the business proposals and budgets approved by the Board; 8) borrowing of money by the Company from financial institution or non-financial institution third parties whose individual amount exceeds two million Renminbi (RMB 2,000,000), or incurrence of any new debts or obligations whose annual aggregate amount exceeds ten million Renminbi (RMB 10,000,000), and provision of any security for debts or other liabilities of any third party (except for those borrowings, incurrence or security specified in the business proposals and budgets approved by the Board); 9) formulation of the plans for distribution of dividend and profits to the shareholders; 10) any material amendment to the financial and accounting system, engagement or replacement of auditors of the Company and/or any of its branches; 11) any material amendment to the compliance policy, engagement or replacement of counsels of the Company and/or any of its branches; 12) approval of, and amendment to, any employee equity incentive plans, or any employee or management personnel bonus plans not included in the budgets approved by the Board (including the approval by the director by Baidu); 13) formulation of the Company’s proposed Qualified IPO plan, including engagement of intermediaries, time and venue of Qualified IPO, etc.; 14) requesting the shareholders’ meeting of the Company to review any new financing plan of the Company; 15) appointment and removal of the Senior Officers of the Company (at a level at least equal to Vice Presidents or an equivalent level), or decision on their remunerations; 16) employment of any employee whose annual cash remuneration is higher than seven million Renminbi (RMB 7,000,000); 17) any material amendment to, or termination of, any main business of the Company, or involvement in any industry or area which is totally different from any main business of the Company, or any material amendment to the Business Plans of the Company; 18) any speculative exchange, futures or option transactions entered into by the Company; 19) commencement or settlement by the Company of any material legal litigation or arbitration whose amount is higher than one million Renminbi (RMB 1,000,000); 20) any disbursement whose individual amount is higher than two million Renminbi (RMB 2,000,000), except for those business contract disbursements approved pursuant to paragraphs 4), 5), 7) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from 8) above and any investment disbursement in respect of which the approved business proposals and budgets have already specified the investment subject, mode, price and conditions of the external investment projects as described under paragraph 5); 21) any material matters of any of the Company for all other reasonable expenses incurred in their service as directorscontrolled subsidiaries or any Affiliated Company controlled by the Company, including but not more than RMB2,000 per daylimited to the corresponding above-stated matters.

Board Meetings. The Company shall hold no less than one (1) Board meeting during each fiscal quartermeetings shall be held at least twice a year. A quorum for a Meetings shall be held at the registered address of the Joint Venture or such other address in China or abroad as may be agreed by the Board. The first Board meeting shall consist be held no later than sixty (60) days after the Establishment Date. (2) The agenda for Board meetings shall be determined by the Chairman of five the Board, but shall include in any event the items proposed by other members of the Board. (53) directorsBoard Meetings shall require prior written notice to all Directors of not less than four (4) weeks (unless otherwise agreed unanimously by all the Directors) setting forth the date, including all Preferred Shareholder Directorstime, place and agenda. If a quorum Directors may waive their right to receive prior written notice of any meeting. (4) Upon the written notice of the Chairman of the Board or upon written request of one third (1/3) or more of the Directors of the Joint Venture specifying the matters to be discussed, the Chairman of the Board shall not be present at any within thirty (30) days convene an interim meeting of the Board, the directors provided that a quorum will be present thereat may adjourn the for such an interim meeting, until a quorum shall be present, provided that, if notice of whether in person or by proxy. (5) The Chairman is responsible for convening and presiding over all Board meetings. If the Board meeting has been duly delivered Chairman is unable to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at convene and/or preside over a Board meeting, a Director designated in writing by the Ordinary Chairman shall convene and/or preside over such Board meeting. (6) Board meetings may be attended by Directors in person, by telephone or video conference, provided, however, that if a Director is unable to participate in a Board meeting, he/she shall issue a written proxy authorizing another Director or individual to attend the meeting on his/her behalf. A Director or other individual so entrusted shall have the same rights and powers as the Director who issued the proxy. (7) Board meetings shall be duly convened if a quorum is constituted in attendance, in person or by proxy. In the Chief Executive Officer event that the Directors appointed by any Party fail to attend a Board meeting resulting in a lack of a quorum, and such failure to attend is due to a dispute between the Directors or Parties, such Party shall be deemed to be in breach of this Contract, and Article 17 will become applicable. (8) For the purpose of this clause, if a written resolution is executed in identical counterparts, such signed counterparts shall together be deemed to constitute a single resolution, effective on the day the last Director signs the relevant counterpart. (9) Notwithstanding any other provisions herein, Board resolutions may be adopted by written consent by the Board in lieu of a meeting if the relevant resolutions are sent to all Directors and the resolutions are affirmatively signed and adopted by the number of Directors necessary to make such a decision as stipulated in Article 8.3 above. Such written Board resolutions may consist of several counterparts in identical form each signed by one or more of the Company Directors. Such written Board re solutions shall be filed with the Board meeting minutes and shall have an additional casting votethe same force and effect as a Board resolution adopted at a duly constituted and convened Board meeting. (10) Board meetings shall be held in English and Chinese and all Board minutes and Board resolutions and agendas and other Board meeting documents shall be prepared and provided in both English and Chinese. The Company Chairman shall cause complete and accurate minutes (in English and Chinese versions) to be kept of all meetings (including meeting notices) and of matters addressed or raised at such meetings. Minutes of all Board meetings shall be circulated to all Directors promptly reimburse after each member meeting. Any Director who wishes to propose any amendment or addition to the meeting minutes shall submit the same in writing to the Chairman not later than fifteen (15) days after receipt of the minutes, and the Chairman shall circulate such proposal to all the Directors. Any Director who wishes to object to the proposed amendment to the minutes shall submit the same in writing to the Chairman and all other Directors not later than fifteen (15) days after receipt of the proposed amendment, otherwise such proposed amendment shall be adopted and the minutes shall be amended accordingly. If the proposed amendment and relevant objection are not resolved within thirty (30) days of the Chairman's receipt of such objection, neither the proposal nor the objection shall be adopted but both would be noted as an attachment to the minutes. All Directors shall sign each page of the final minutes within sixty (60) days after receipt of same, and return such signed copy to the Joint Venture. The original minutes shall be kept on file with the Joint Venture and shall be available to any Director or their proxies for inspection or copying at any reasonable time. (11) No remuneration shall be paid by the Joint Venture to any of its Directors in his/her capacity as such; provided, however, that in the event that a Director is concurrently an officer of the Joint Venture, such Director shall be entitled to remuneration for his/her service as an officer only. A Director may recover from the Joint Venture such expenses as are reasonably and properly incurred in connection with his/her attending the Board meetings or other activities of the Joint Venture where his/her presence is required. The Board shall establish a policy to implement this subsection. CHAPTER 9 OPERATION AND MANAGEMENT 9.1 Management Organization (1) The Joint Venture shall establish an operation and management team to be responsible for the Joint Venture's daily operation and management. Such team shall include the General Manager and such other personnel as determined by the Board of Directors (the "MANAGEMENT PERSONNEL"). (2) The General Manager and each Observer that participates in or attends the Joint Venture Controller ("JV CONTROLLER") shall be appointed by the Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than upon the market price nomination of Party A and the Vice General Manager shall be appointed by the Board upon the nomination of Party B. Each of the economy class Management Personnel shall be appointed or removed by the General Manager, except that the Vice General Manager and JV Controller shall be appointed or removed by the Board. Any of the flight from Management Personnel shall handle matters delegated to him or her by the resident city General Manager and shall be responsible to the General Manager for the efficient implementation of such Director responsibilities. (3) In the event that the General Manager, Vice General Manager or Observer to JV Controller is found incompetent, commits graft or serious dereliction of duty, he/she shall be dismissed by the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per dayBoard.

Board Meetings. 10.1 In principle, the meeting of the Board of Directors shall be held twice a year at the location of the C and the Subsidiary and the Chairman for each company shall have the responsibility for convening the meeting. By agreement of the Chairman and the Vice Chairman, the meeting may be held at another place. When more than one-third of the Directors does request so, the Chairman shall call the meeting. The Company first meeting of the Board of Directors shall hold no less than one be held within thirty (130) days after the establishment of each company. 10.2 The Chairman of each company shall send a notice in writing to each Director stating the agenda of the ordinary or extraordinary meeting of the Board of Di- rectors, date and place of his company. Provided that the number of days may be reduced upon unanimous agreement in advance of the Directors. 10.3 The quorum of the meeting during of the Board of Directors of each fiscal quarter. A company shall be constituted upon the presence of majority of members or proxies as provided herein, and falling short thereof, the quorum for a Board meeting will not be constituted and any res- olution made thereby shall consist of five (5) directors, including all Preferred Shareholder Directorsbe void. If a quorum shall not be present at any Director is unable to attend the meeting of the BoardBoard of Directors, he may exercise his voting right by sending his proxy to the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice meeting of the Board meeting has been duly delivered to all directors in accordance of Directors with the applicable notice procedures in submission of the Memorandum power of at- xxxxxx. Each Party shall be responsible for causing the directors nominated and Articles, and the quorum is not present within one half hour from the time appointed for sent by it or proxies to attend the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason at a Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and secure their attendance. 10.4 Upon agreement of the Chairman and the Vice Chairman of each Observer that participates in or attends company, the convening of the meeting of the Board and/or committee meetings for of Directors and resolution may be substi- tuted by writing such as facsimile circulated and resolved by all reasonable, out-of-pocket of its Directors. 10.5 Of the reasonable expenses to be incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than attending the market price meeting of the economy class Board of Directors, travel expenses, transportation expenses, lodging expenses meals and other the Board of Directors meeting related ex- penses shall be borne by each company. 10.6 The minutes of the flight from meeting of the resident city Board of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred made in their service as directorstwo lan- guages, but not more than RMB2,000 per day.i.

Board Meetings. 4.10.1 Subject to this Deed and the Articles, the Shareholders agree that the Directors may participate in Board meetings for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. 4.10.2 The Company Board shall hold no less than one (1) meet at least quarterly and at any greater frequency requested by the Chairman or any two Directors. 4.10.3 Each Board meeting during shall be fully minuted. 4.10.4 A company secretary (or, if none is appointed, a Director) shall arrange for draft minutes to be prepared which shall record the proceedings and resolutions of all Board meetings and which shall be circulated to each fiscal quarterDirector for review, amendment (if required) and approval. 4.10.5 The minutes of a meeting shall be confirmed by the Board as a correct record at the next following Board meeting. A quorum for Once approved by the Board the minutes shall be signed by the Chairman and regarded as conclusive evidence of the decisions of the Board and a final copy shall be circulated by a company secretary (or, if none is appointed, a Director) to all members of the Board. 4.10.6 At least ten Business Days' notice shall be given to each of the Directors of all Board meetings, except where a Board meeting is adjourned under clause 4.10.10 and/or 4.10.11 or the majority of Directors agree to a shorter notice period and all the Directors are notified of the shorter notice period. 4.10.7 Board meetings shall consist be held at any location as all the Directors agree (and Board meetings may take place by telephone, video conference or any such similar medium). 4.10.8 Unless all of five the Directors agree otherwise, each notice of a Board meeting must be accompanied by: (5a) directors, an agenda specifying in reasonable detail the matters to be raised at the meeting; and (b) copies of any relevant papers to be discussed at the meeting. 4.10.9 Matters not on the agenda or business conducted in relation to those matters may not be raised at a Board meeting unless the Chairman agrees otherwise. 4.10.10 The quorum at a Board meeting (including all Preferred Shareholder Directorsan adjourned Board meeting) shall require the attendance of (a) at least two Directors appointed by Xxxxxxx; (b) at least one Director appointed by the Management Shareholders; and (c) at least one Director appointed by BCC. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present within one half an hour of the time appointed for the meeting or ceases to be present, the Director(s) present shall adjourn the Board meeting to a specified place and time not less than five Business Days after the original date. Notice of the adjourned Board meeting shall be given to the Directors. If the quorum at such adjourned Board meeting is not present within half an hour from the time appointed for the meeting solely because resumption of the absence meeting, then notwithstanding the provisions of any Preferred Shareholder Director(s)this clause 4.10.10, the meeting shall be deemed quorate so long as at least two Directors appointed as Cirrata are present (and in any event as many Directors appointed by Cirrata are present as all other Directors present). Each party undertakes to ensure that any Director appointed by it does not avoid attendance at a Board meeting for the purposes of frustrating satisfaction of the quorum requirements. 4.10.11 A meeting of Directors shall be adjourned to the third following Business Day another time or date at the same time and place (or to such other time or such other place as request of all the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than a majority affirmative votes of directors Directors present at the meeting in accordance with the Articles. No business may be conducted at a meeting after such a request has been made and accepted by all the Directors. 4.10.12 Subject to the other provisions of this Deed, at any Board meetingmeeting each Director shall have one vote and decisions at Board meetings shall be taken by a simple majority of the votes, so long as at least one Xxxxxxx appointed Director has voted or decided in favour. In the case event of an equality of votes or votes, the Chairman shall have a deadlock for whatever reason at a casting vote. 4.10.13 Each Shareholder shall use all its reasonable endeavours to ensure that each Director appointed by it attends each Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per day.

Board Meetings. (a) The Board shall meet no less frequently than quarterly or other frequency as determined by the Board in its sole discretion, at such place and time as shall be determined by Majority Vote. Special meetings of the Board, to be held at the offices of the Company or such other place as shall hold no be agreed by Majority Vote, shall be called at the direction of the CEO or one or more Directors, and for reasonable cause shown (which includes any meeting called by a Director to review any determination made by the Company pursuant to this Agreement), upon not less than five (5) Business Days’ notice given by one or more Directors, the CEO, the chairman of the Board or the Secretary of the Company to each Director (which foregoing officers shall give such notice if properly directed to do so by one or more Directors or the chairman of the Board as aforesaid). Emergency meetings of the Board may be held at the offices of the Company or such other place as shall be agreed by Majority Vote upon not less than one (1) Business Day’s telephone notice to each Director specifying in reasonable detail the nature of such emergency (to be confirmed by written notice to each Director including an agenda specifying in reasonable detail the matters to be discussed at the applicable Board meeting) by any Director, the CEO, the chairman of the Board or the Secretary of the Company. The matters addressed and resolved at any meeting during each fiscal quarter. A quorum for may only include those expressly mentioned in the call notice and included in the agenda, unless otherwise agreed by a majority of the Directors present at such meeting and by a majority of Directors who are members of the Executive Committee (which agreement may be obtained at the relevant meeting); provided, however, that, if the majority of Directors who are members of the Executive Committee do not agree to include in the agenda a certain matter that is not a Special Approval Matter, and such matter, if not addressed and resolved at a Board meeting shall consist of five (5) directorswould cause, including all Preferred Shareholder Directors. If a quorum shall not be present at any meeting upon the written advice of the Boardgeneral counsel or outside legal counsel, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered Directors to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned breach their fiduciary duties to the third following Business Day at the same time and place Company (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles andeach, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(sa “Board Supermajority Matter”), then any five or more directors present shall be a quorum. Any resolution of the Board shall be passed with no less than may consider such matter if a majority affirmative votes of directors present at Directors agree to do so and may act upon such Board Supermajority Matter upon a receipt of a Supermajority Affirmative Vote. Notwithstanding anything to the Board meeting. In the case of an equality of votes or a deadlock for whatever reason contrary, subject to Section 7.20, each Director may discuss any matters discussed at a Board meeting, and share information provided at a Board meeting or in connection therewith (including any written materials), with the Ordinary Director who is Shareholder Group that appointed such Director. (b) With respect to regular Board meetings, not later than five (5) Business Days before each such meeting, the Chief Executive Officer Secretary of the Company shall deliver to each Director, together with the notice of each such meeting, an agenda specifying in reasonable detail the matters to be discussed at the applicable Board meeting (which matters, subject to Section 7.21, shall have an been approved in advance by the Executive Committee). Any Director who wishes to have any additional casting votematter discussed at any such meeting shall give the Secretary of the Company and each other Director not later than two Business Days prior to any such meeting, notice of each matter he or she so wishes to discuss. The Company provisions of this Section 3.04(b) shall promptly reimburse each member remain subject to Section 3.03(f) with regard to any agenda item or matter requiring a decision or resolution of the Board. (c) Any Person who is entitled to attend any Board meeting may participate in that meeting by proxy, telephone conference, videoconference or similar telecommunications device by means of Directors which all Persons participating in the meeting can hear each other or by any other method agreed to by the Board (which agreement may be obtained at the relevant meeting) and each Observer that Person will be counted towards the quorum of the meeting if he or she so participates; provided, however, that if a Director participates in a meeting via proxy, such Director may do so by granting such proxy to any other Director or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price Secretary of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per dayCompany.

Board Meetings. (a) The Company shall hold Board will meet no less frequent than one once every quarter and may meet in person or by telephone conference call. (1b) Board meetings will be held at such place as the Directors may unanimously agree from time to time, otherwise by conference telephone call. (c) Board meetings will be called by the Chairman upon at least 14 days’ notice, provided that in the case of an emergency, a meeting during may be called upon at least 24 hours’ notice. Any Shareholder may also request a meeting upon at least 21 days’ notice to the Company and the other Shareholder. (d) Notice of a Board meeting may be waived if each fiscal quarterShareholder is represented at the meeting by at least one of its nominees and all the Directors present at the meeting agree upon the waiver and upon the proposed agenda. (e) Notice of all Board meetings will specify the time and place of, and the agenda for, the meeting, and a description of any business required to be specified under the Act. No material item of business will be transacted at a Board meeting unless the item appears on the agenda or at least one nominee of each Shareholder is present and those Directors unanimously agree to the item being added to the agenda. (f) A quorum for a any Board meeting shall consist will be present if one nominee of five each Shareholder (5or his alternate) directors, including all Preferred Shareholder Directorsis present or participating by telephone. If a quorum shall is present at the meeting, the Board will be competent to exercise all of the authorities, powers and discretions bestowed upon it under this Agreement. No business other than the adjournment or termination of the meeting will be transacted at any meeting unless a quorum is present at the commencement of the meeting but the quorum need not be present at any meeting of the Board, the directors present thereat may adjourn throughout the meeting, until a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present . If within one half an hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s)a meeting, a quorum is not present, the meeting shall will, at the election of those Directors who are present: (i) be dissolved; or (ii) be adjourned to the third following Business Day at same place or for reconvening by the same time method, as applicable, but on a date and place (or at a time, to such other time or such other place as be fixed by the directors may determine) with notice duly delivered to all directors one day prior to Chairman before the adjournment, which will be not less than 24 hours after the adjournment. Notice of the adjourned meeting pursuant will be given to all of the applicable notice procedures in Directors forthwith after the Memorandum and Articles and, if adjournment of the meeting. If at the adjourned meeting, the a quorum is not present within one half an hour from the time appointed for appointed, the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five Director or more directors Directors present shall be will constitute a quorum. Any . (g) All matters to be determined by the Board or by the Directors hereunder or under the Management Agreement will be determined by resolution of the Board shall as contemplated in this Article 4. The Board will decide every matter submitted to it by simple majority, with each Director entitled to cast one vote. (h) The Chairman will appoint a secretary for the meeting to take minutes of that meeting and circulate copies of the minutes, signed by the Chairman and secretary, to each Director within 14 days after the meeting. (i) Any decision made by obtaining the consent in writing of all of the Directors will be passed with no less than as valid as a majority affirmative votes of directors present at the Board meeting. In the case of an equality of votes or a deadlock for whatever reason decision made at a Board meeting, the Ordinary meeting duly called and held. (j) Each Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also will be entitled to reimbursement from by the Company for all other reasonable expenses incurred in their service attending meetings of the Board. (k) The Board may establish such other rules of procedure, not inconsistent with this Agreement, as directors, but not more than RMB2,000 per dayit deems fit.

Board Meetings. The Company 5.7.1 Board meetings shall hold no less than one be held at least twice per year. At least 15 Business Days’ written notice shall be given to each of the Directors of all Board meetings (1except if there are exceptional circumstances or the majority of A and B Directors agree to shorter notice). All Board meetings shall take place in the United Kingdom. 5.7.2 Each notice of meeting shall: (i) Board meeting during specify a reasonably detailed agenda; (ii) be accompanied by any relevant papers; and (iii) be sent by email, courier or facsimile transmission to each fiscal quarter. A Director at the address provided by such Director to the secretary of the Company. 5.7.3 Subject to Clause 6.3, the quorum for at a Board meeting shall consist of five (5) directors, including all Preferred Shareholder Directorsbe one A Director and one B Director present at the time when the relevant business is transacted. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present within one half an hour from of the time appointed for the meeting solely because or ceases to be present, the Director(s) present shall adjourn the meeting to a specified time and place no more than 5 Business Days later. Notice of the absence of any Preferred Shareholder Director(s), the adjourned meeting shall be adjourned to given by the third following Business Day secretary of the Company. The quorum at the same time and place (or to such other time or such other place as the directors may determine) with notice duly delivered to all directors one day prior to the any adjourned meeting pursuant to the applicable notice procedures in the Memorandum shall be one A Director and Articles and, one B Director and if at the adjourned meeting, the a quorum is not present within one half an hour from of the time appointed for the adjourned meeting solely because or ceases to be present, the Director(s) present shall adjourn the meeting to a specified time and place no more than 5 Business Days later. Notice of the absence of any Preferred Shareholder Director(s), then any five or more directors present adjourned meeting shall be a quorum. Any resolution given by the secretary of the Board Company. The quorum at any such further adjourned meeting shall be passed with no less than one A Director and one B Director and if a majority affirmative votes quorum is not present within half an hour of directors present the time appointed for such further adjourned meeting, or ceases to be present, the matters proposed to be discussed at the meeting shall be deemed to not have been agreed, and the procedures set out in Clause 9 shall apply in relation thereto. 5.7.4 Board meetingmeetings shall be chaired by the Chairman or in his absence the Vice Chairman. In If the case of an equality of votes or a deadlock for whatever reason at a Vice Chairman is absent from any Board meeting, the Ordinary Directors present may appoint any one of their number to act as chairman for the meeting. 5.7.5 Save for in the circumstances set out in Clause 6.3, at any Board meeting every A Director who and every B Director shall have one vote. Save for in the circumstances set out in Clause 6.3, if the number of A Directors or B Directors present is not equal, the Chief Executive Officer number of votes exercisable by the A Directors or B Directors shall be increased so that each class of Directors can cast the same number of votes. 5.7.6 All business arising at any Board meeting shall be determined by resolution passed by the votes cast on such resolution. The chairman of the Company meeting shall have an additional casting vote. The Company shall promptly reimburse each member of the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also not be entitled to reimbursement from a second or casting vote. 5.7.7 Save for in the Company circumstances set out in Clause 6.3, any Director may vote on a matter and be taken into account for all other the purposes of a quorum even if he is interested in that matter. 5.7.8 The Shareholders shall use their reasonable expenses incurred in their service as directors, but not more than RMB2,000 per dayendeavours to ensure that at least two Directors appointed by them attend Board meetings.

Board Meetings. The Company (a) At the first meeting of the Board following the execution of this Agreement, the Board of Directors shall determine the number of meetings it shall hold no less than one each year, provided that such number shall be at least six times a year or whenever requested by the Chairman or the Vice Chairman. (1b) Meetings of the Board meeting during will normally be held at the Company's principal office unless the Board determines to meet elsewhere. (c) Unless otherwise agreed by at least two Xxxxxx Directors and three CBC Directors, at least three Business Days' notice shall be given to each fiscal quarter. A quorum for a Board meeting shall consist of five (5) directors, including the Directors of all Preferred Shareholder Directors. If a quorum shall not be present at any meeting meetings of the Board, at the directors address notified from time to time by each Director to the Company Secretary. Each such notice shall include an agenda specifying in reasonable detail the matters to be discussed at the relevant meeting, shall be accompanied by any relevant papers for discussion at such meeting and shall be sent by e-mail, registered mail (return receipt requested) or by international courier delivery service. Notice to the Directors shall be given in accordance with Section 32. (d) The quorum for Board meetings shall be a majority of the Directors then in office and shall include at least two Xxxxxx Directors and at least three CBC Directors present thereat may adjourn at commencement and throughout the whole of the meeting; provided, until a quorum shall be presenthowever, provided that, that if notice two successive meetings of the Board meeting has been duly delivered are not able to all directors in accordance with the applicable notice procedures in the Memorandum and Articlesbe held as a result of a failure of sufficient CBC Directors or Xxxxxx Directors, and the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors case may determine) with notice duly delivered be, to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if at the adjourned attend either such meeting, the quorum is not present within one half hour from the time appointed for the next meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution of the Board (and for any subsequent meeting of the Board until such time as three CBC Directors or two Xxxxxx Directors, as the case may be, have attended a meeting) shall be passed with no less than a majority affirmative votes of directors two and need not include any CBC Directors (if at least three CBC Directors have not been present at the previous two meetings) or any Xxxxxx Directors (if at least two Xxxxxx Directors have not been so present) and questions arising at such Board meeting. In the case of an equality meetings shall be determined by a majority of votes cast. (e) Except as otherwise set out in this Agreement, questions arising at any Board meeting shall be determined by a majority of votes cast, provided that unless the proviso in Section 5.5(d) applies any decision made by the Board must have the affirmative vote of at least three CBC Directors and at least two Xxxxxx Directors. For the avoidance of doubt, Directors shall be entitled to participate in and vote on any matter before the Board, notwithstanding any actual or a deadlock for whatever reason perceived conflict that may exist. (f) The CEO, President-CCO, CFO and CIO may attend Board meetings. For the avoidance of doubt, the CEO, President-CCO, CFO and CIO shall not be entitled to vote at any Board meeting which they may attend and may be excluded by the Board where the Board determines that the subject matter warrants their exclusion. (g) Any action required or permitted to be taken at a Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member meeting of the Board of Directors may be taken without a meeting, without prior notice and each Observer that participates in without a vote, if a written consent or attends Board and/or committee meetings for consents which sets forth the action is signed by at least three CBC Directors and two Xxxxxx Directors with copies provided to all reasonable, out-of-pocket expenses incurred in connection other Directors and filed with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price minutes of proceedings of the economy class Board of Directors. (h) Directors may participate in a meeting of the flight from the resident city Board by means of such Director conference telephone or Observer to the city where similar communications equipment if all persons participating in the meeting is held) and lodging and/or long-distance telephone chargescan hear each other. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred Participation in their service as directors, but not more than RMB2,000 per daya meeting by these means constitutes presence in person at a meeting.

Board Meetings. 9.5.1 The Company Board shall hold no less than one (1) Board meeting during each fiscal quarter. A quorum meet as often as is deemed necessary or expedient for a Board meeting shall consist of five (5) directors, including all Preferred Shareholder Directors. If a quorum shall not be present at any meeting the due performance of the Board, the directors present thereat may adjourn the meeting, until a quorum shall be present, provided that, if notice functions of the Board meeting has been duly delivered to all directors Directors in accordance with Applicable Law (“Board Meetings”). A Board Meeting may be called by any Director and fourteen (14) days’ prior written notice shall be given to each Director, Provided However That a Board Meeting may be convened by shorter notice with the applicable notice procedures in written consent of all Directors. 9.5.2 The quorum for all Board Meetings shall be any two (2) Directors (if the Memorandum and ArticlesA*ccelerate Director has not been appointed) or three (3) Directors, comprising at least two (2) AIHL Directors, and the A*ccelerate Director (if the A*ccelerate Director has been appointed). 9.5.3 If the quorum is not present within one half an hour from the time appointed for the meeting solely because of the absence scheduled time of any Preferred Shareholder Director(s)the Board Meeting, the meeting Board Meeting shall be stand adjourned to the third same day, location and time on the following week. If such day is not a Business Day, the Board Meeting shall be held on the next Business Day at the same time location and place time. The Directors present at such adjourned Board Meeting, at least two (or to 2) of whom shall be AIHL Directors, shall constitute the quorum for such other time or adjourned Board Meeting and all matters may be discussed and acted upon at such other place as adjourned Board Meeting, provided due and proper notice and agenda of the directors may determine) with notice duly delivered second adjourned Board Meeting has been provided to all directors one day prior Directors. 9.5.4 Subject to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles andClause 10.6, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s), then any five or more directors present shall be a quorum. Any resolution all decisions of the Board at any Board Meeting shall be passed with no less than a taken by simple majority affirmative votes vote of directors participating Directors. Each Director present at in the Board meetingMeeting shall be entitled to one (1) vote. 9.5.5 The Directors may participate in a Board Meeting by means of a telephone or video conference, or similar communications equipment, by which all Directors participating in the Board Meeting are able to hear and be heard by the other Directors without the need for a Director to be in the physical presence of another Directors and participation in the Board Meeting in this manner shall be deemed to constitute presence in person at such Board Meeting. In The Directors participating in any such Board Meeting shall be counted in the case of an equality of votes or quorum for such Board Meeting and subject to there being a deadlock for whatever reason requisite quorum at all times during such Board Meeting, all resolutions passed by the Directors at such Board Meeting shall be deemed to be as effective as a resolution passed at a Board meetingMeeting duly convened and held. A Board Meeting conducted by means of telephone or video conference, or other similar communications equipment, as aforesaid is deemed to be held at the Ordinary Director who is place agreed by the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member of Directors attending the Board of Directors and each Observer that participates in or attends Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per dayMeeting.

Board Meetings. The Company shall hold no less than one (1a) Board meetings shall, as far as practicable, be held regularly. Unless otherwise agreed between the Members, there shall be at least one Board meeting during each fiscal quarterevery [six (6)] months of a calendar year. (b) Unless otherwise agreed to by all the Directors, at least seven (7) days' prior written notice shall be given for all Board meetings and for all adjournments thereof. A No business shall be transacted at any Board meeting unless a quorum for is present throughout the meeting. Each notice of a Board meeting shall contain an agenda of the business to be discussed at such meeting. (c) So long as the Board shall consist of no more than three (3) directors, the quorum for all Board meetings shall be all the incumbent Directors or their respective alternates, all of whom must be present throughout the meeting. After the Board size increases to five (5) directorsDirectors, including the quorum for all Preferred Shareholder Board meetings shall be two (2) Directors. If a quorum shall not , one of whom is nominated by AGPL and the other by CCTI, or their respective alternates, both of whom must be present at any meeting of the Board, the directors present thereat may adjourn throughout the meeting, until . (d) In the event that a quorum shall be present, provided that, if notice of the Board meeting has been duly delivered to all directors in accordance with the applicable notice procedures in the Memorandum and Articles, and the quorum is not present at a Board meeting within one half hour 30 minutes from the time appointed for the meeting solely because of the absence of any Preferred Shareholder Director(s)such a meeting, then the meeting shall be adjourned to the third following Business Day same day at the same time and place (in the following week or to such other day and other time or such other and place as may be determined by the directors may determine) with notice duly delivered to all directors one day prior to the adjourned meeting pursuant to the applicable notice procedures in the Memorandum and Articles and, if Directors present at the adjourned original meeting, . In the event that a quorum is not present at the adjourned Board meeting within one half hour 30 minutes from the time appointed for the meeting solely because such adjourned meeting, no further action shall be taken by any Director in respect of the absence of any Preferred Shareholder Director(s), then any five or more directors agenda that has been tabled. (e) A Board meeting at which a quorum is present shall be able to exercise all the powers and discretion for the time being exercisable by the Directors. (f) Notwithstanding the foregoing, the following matters (“Board Reserved Matters”) shall at all times require the unanimous votes of all the Directors (whether at meetings or by way of resolutions in writing): (i) the issue, creation, allotment, redemption or purchase of or grant of options over or right to subscribe to or otherwise acquire any Shares or loan capital of the Company; (ii) the approval of the Company’s annual audited financial statements; (iii) except provided for in an annual budget, the formation of any subsidiary or acquisition of shares in any other company; (iv) the declaration or payment of dividends or other distributions; (v) the entering into of any agreement or arrangement of a quorum. Any resolution nature between the Company and any of the Members, the Related Parties of the Members or Directors otherwise than: (1) as set out or contemplated in this Agreement; (2) pursuant to a private tender with the participation of third parties; or (3) where three or more quotations have been obtained; (vi) the borrowing of monies of any amount or the issuance of any guarantee; (vii) the incurrence of any capital expenditure; (viii) the creation by the Company of any charge, lien or other encumbrances over the Company’s assets other than that arising by operation of law; (ix) the entering into, amending and terminating of material agreements involving amounts of or assets valued, in excess of S$25,000; (x) the approval or amendment of the Company’s annual budget, development budget and business plan; (xi) the full or partial repayment of any loan granted by a Member or its Related Party to the Company or its Subsidiaries. (a) Subject to the quorum requirements set out in this Agreement, the meetings of the Board may be conducted by means of telephone or audio-visual conferencing or other methods of simultaneous communication by electronic, telegraphic or other means by which all persons participating in the meeting are able to hear and be heard at all times by all other participants without the need for a Director to be in the physical presence of the other Directors, and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors participating in any such meeting for the entire duration of the meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum at all times during such meeting, all resolutions agreed by the Directors at such meeting shall be deemed to be as effective as a resolution passed with no less than at a majority affirmative votes meeting in person of directors present the Directors duly convened and held. The minutes of such a meeting signed by the Chairman shall be conclusive evidence of any resolution passed at such a meeting. A meeting conducted by the aforesaid means is deemed to be held at the Board place agreed upon by the Directors attending the meeting. In , provided that at least one (1) of the case Directors participating in the meeting was at that place for the duration of an equality of votes or the meeting. (b) Subject to (g) above, a deadlock resolution in writing signed by all the Directors for whatever reason the time being shall be valid and effectual as if it had been a resolution passed at a Board meeting, the Ordinary Director who is the Chief Executive Officer of the Company shall have an additional casting vote. The Company shall promptly reimburse each member meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one (1) or more Directors or, as the case may be, their alternates. For the purpose of clause, "in writing" and "signed" includes (without limitation to) approval by way of an executed resolution transmitted by fax or electronic mail (in which case the executed resolution must be scanned in a commonly used format such as jpg or pdf). (c) The Board of Directors and each Observer that participates in may appoint executive or attends managerial staff at its discretion on such terms as the Board and/or committee meetings for all reasonable, out-of-pocket expenses incurred in connection with such participation or attendance, including without limitation round-trip travel (provided such traveling fee is no more than the market price of the economy class of the flight from the resident city of such Director or Observer to the city where the meeting is held) and lodging and/or long-distance telephone charges. The Directors shall also be entitled to reimbursement from the Company for all other reasonable expenses incurred in their service as directors, but not more than RMB2,000 per daymay decide.