Common use of Entrusted Management Clause in Contracts

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (c) the date on which Party B completes the acquisition of [VIE Entity]. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]. The management service includes without limitation the following: (a) Party B shall be fully and exclusively responsible for the operation of [VIE Entity], which includes the right to appoint and terminate executive director and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make shareholder’s resolution and Board of Directors’ resolution based on the decision of Party B. (b) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity], such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] is not required to pay the entrusted management fee; if [VIE Entity] sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] and bear all losses of [VIE Entity]. If [VIE Entity] has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]; if [VIE Entity]’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: : (a1) the winding up of [VIE Entity] or Opco, or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director Directors of Opco and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an entrusted account or designate an existing account as an one or more entrusted accountaccount(s) (the “Entrusted Account(s)”). Party B has the full and exclusive right to decide the use of the funds in the entrusted accountEntrusted Account(s). The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this accountthe Entrusted Account(s), including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted accountthe Entrusted Account(s), including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this accountthe Entrusted Account(s). (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Opco. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Opco’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Opco is not required to pay the entrusted management fee; if [VIE Entity] Opco sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Opco of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Opco of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties heretoOpco, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director Directors of Opco and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an entrusted account or designate an existing account as an one or more entrusted accountaccount(s) (the “Entrusted Account(s) ”). Party B has the full and exclusive right to decide the use of the funds in the entrusted accountEntrusted Account(s). The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this accountthe Entrusted Account(s), including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials m aterials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted accountthe Entrusted Account(s), including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this accountthe Entrusted Account(s). (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Opco. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Opco’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Opco is not required to pay the entrusted management fee; if [VIE Entity] Opco sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax after -tax profit of [VIE Entity] Opco of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Opco of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Shaanxi Aoxing to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Shaanxi Aoxing in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a) the winding up of [VIE Entity] or (b1) the termination date of this business operations of Shaanxi Aoxing or any successor company thereto thereto (the “Entrusted Management Agreement to be determined by the Parties heretoPeriod”), or (c3) the date on which Party B completes the acquisition of [VIE Entity]Shaanxi Aoxing. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Shaanxi Aoxing. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Shaanxi Aoxing, which includes the right to appoint and terminate executive director members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B.B’s Board of Directors. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Shaanxi Aoxing shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature signer of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Shaanxi Aoxing y shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any)B, all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Shaanxi Aoxing, such as entering into and performance of contracts, and payment of taxes etc. (4) If Shaanxi Aoxing requires additional funds to maintain its operations, Party B shall provide such additional funds through a bank loan or other resources and Party A shall provide necessary assistance in obtaining these funds. 1.4 In As consideration of for the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Shaaxi Aoxing. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Shaaxi Aoxing’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Shaanxi Aoxing is not required to pay the entrusted management fee; if [VIE Entity] Shaanxi Aoxing sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Shaanxi Aoxing of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Shaanxi Aoxing of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Shaanxi Aoxing and bear all losses of [VIE Entity]Shaanxi Aoxing. If [VIE Entity] Shaanxi Aoxing has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Shaanxi Aoxing; if [VIE Entity]Shaanxi Aoxing’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Kingtone Information to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Kingtone Information in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a) the winding up of [VIE Entity] Kingtone Information, or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (c) the date on which Party B completes the acquisition of [VIE Entity]Kingtone Information. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Kingtone Information. The management service includes without limitation the following: (a) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Kingtone Information, which includes the right to appoint and terminate executive director and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make shareholder’s resolution and Board of Directors’ resolution based on the decision of Party B. (b) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Kingtone Information shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Kingtone Information shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Kingtone Information, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Kingtone Information. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Kingtone Information’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Kingtone Information is not required to pay the entrusted management fee; if [VIE Entity] Kingtone Information sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Kingtone Information of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Kingtone Information and bear all losses of [VIE Entity]Kingtone Information. If [VIE Entity] Kingtone Information has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Kingtone Information; if [VIE Entity]Kingtone Information’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Shaanxi Aoxing to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Shaanxi Aoxing in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a) the winding up of [VIE Entity] or (b1) the termination date of this business operations of Shaanxi Aoxing or any successor company thereto thereto (the “Entrusted Management Agreement to be determined by the Parties heretoPeriod”), or (c2) the date on which Party B completes the acquisition of [VIE Entity]Shaanxi Aoxing. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Shaanxi Aoxing. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Shaanxi Aoxing, which includes the right to appoint and terminate executive director members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B.B’s Board of Directors. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Shaanxi Aoxing shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature signer of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Shaanxi Aoxing y shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any)B, all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Shaanxi Aoxing, such as entering into and performance of contracts, and payment of taxes etc. (4) If Shaanxi Aoxing requires additional funds to maintain its operations, Party B shall provide such additional funds through a bank loan or other resources and Party A shall provide necessary assistance in obtaining these funds. 1.4 In As consideration of for the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Shaaxi Aoxing. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Shaaxi Aoxing’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Shaanxi Aoxing is not required to pay the entrusted management fee; if [VIE Entity] Shaanxi Aoxing sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Shaanxi Aoxing of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Shaanxi Aoxing of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Shaanxi Aoxing and bear all losses of [VIE Entity]Shaanxi Aoxing. If [VIE Entity] Shaanxi Aoxing has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Shaanxi Aoxing; if [VIE Entity]Shaanxi Aoxing’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties heretoOpco, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director Directors of Opco and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an entrusted account or designate an existing account as an one or more entrusted accountaccount(s) (the “Entrusted Account(s)”). Party B has the full and exclusive right to decide the use of the funds in the entrusted accountEntrusted Account(s). The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this accountthe Entrusted Account(s), including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted accountthe Entrusted Account(s), including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this accountthe Entrusted Account(s). (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Opco. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Opco’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Opco is not required to pay the entrusted management fee; if [VIE Entity] Opco sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Opco of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Opco of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to irrevocably entrust the management of [VIE Entity] the Operating Entity to Party B D pursuant to the terms and conditions of this Agreement. Party B D agrees to manage [VIE Entity] the Operating Entity in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a) the winding up of [VIE the Operating Entity] or; (b) the termination date of this Entrusted Management Agreement to be determined by the Parties parties hereto, ; or (c) the date on which Party B D completes the acquisition of [VIE Entity]the Operating Entity in accordance with the Exclusive Option Agreement entered into among the parties as of December 30, 2010. 1.3 During the Entrusted Period, Party B D shall be fully and exclusively responsible for the management of [VIE the Operating Entity]. The management service includes services include without limitation the following: (a) Party B D shall be fully and exclusively responsible for the operation of [VIE the Operating Entity], which includes the right to appoint and terminate executive director dismiss directors and the right to hire managerial and administrative personnel etc. Party A A, Operating Entity’s Shareholders or its voting proxy proxies shall make shareholder’s resolution shareholders’ resolutions and Board of Directors’ resolution resolutions based on the decision of Party B.D. (b) Party B D has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Party A shall open an entrusted account or designate an existing account as an entrusted account. Party B D has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. D. All of the funds of [VIE Entity] the Operating Entity shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B D (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c) Party B D shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE the Operating Entity], such as entering into execution and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B D hereunder, Party A shall pay the entrusted management fee fees on monthly basis to Party B D which shall be equal to the earnings before income tax (if any) (“Earnings”) of [VIE Entity]the Operating Entity each month. The entrusted management fee shall be as follows: during the term of this agreementAgreement, the entrusted management fee shall be equal to [VIE Operating Entity]’s estimated earnings before taxEarnings, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is Earnings are zero, [VIE Entity] the Operating Entity is not required to pay the entrusted management fee; if [VIE Entity] the Operating Entity sustains losses, all such losses will be carried over to the next month and deducted from the next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days after the end of the following each month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the afterbefore-income-tax profit of [VIE Entity] the Operating Entity of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the afterbefore-income-tax profit of Kingtone Information the Operating Entity of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] and bear all losses of [VIE Entity]. If [VIE Entity] has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]; if [VIE Entity]’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Anpulo to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Anpulo in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall Period”)shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] Anpulo, or (b2) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (c3) the date on which Party B completes the acquisition of [VIE Entity]Anpulo. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Anpulo. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Anpulo, which includes the right to appoint and terminate executive director Anpulo’s members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Anpulo. Anpulo shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Anpulo shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling to Party B its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Anpulo, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In As consideration of for the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]. B. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Anpulo’s estimated earnings before corporate income tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income taxlegal taxes. If the such earnings before tax is after deduction of operating costs, expenses and other legal taxes are zero, [VIE Entity] Anpulo is not required to pay the entrusted management fee; if [VIE Entity] Anpulo sustains losses, all such losses will be carried over to next month the following month(s) and deducted from next month’s the following month(s)’ entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following next month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Anpulo and bear all losses of [VIE Entity]Anpulo. If [VIE Entity] Anpulo has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Anpulo; if [VIE Entity]Anpulo’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties heretoOpco, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Opco. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Opco’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Opco is not required to pay the entrusted management fee; if [VIE Entity] Opco sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Opco of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Opco of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties heretoOpco, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director all members of the board of directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and Board a board of Directorsdirectors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an one or more entrusted account account(s) or designate an one or more existing account account(s) as an the entrusted accountaccount(s). Party B has the full and exclusive right to decide the use of the funds in the entrusted accountaccount(s). The authorized signature of the account account(s) shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this accountthe entrusted account(s), including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this the entrusted accountaccount(s), including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this accountthe account(s). (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration Party B has right to provide the quarterly statement of account to Opco pursuant to the services price recognized by the Parties and the working amount provided by Party B, and Party B hereunder, has right to collect the relevant entrusted management fee from Opco pursuant to the date and amount indicated in the statement of account. Party A and Party B may make other arrangements on the payment of entrusted management fee at any time through the mutual consent. Both Parties further agree that, Opco shall pay for the due service fee first in accordance with the Exclusive Technology Service Agreement executed by and between Opco and Party B on January 17, 2014, in Wuxi, before Opco pays for the entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] is not required to pay the entrusted management fee; if [VIE Entity] sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information of that fiscal year is zero.B. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Shaanxi Aoxing to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Shaanxi Aoxing in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: : (a1) the winding up of [VIE Entity] or Shaanxi Aoxing (bthe "Entrusted Period"), or (2) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or or (c3) the date on which Party B completes the acquisition of [VIE Entity]Shaanxi Aoxing. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Shaanxi Aoxing. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Shaanxi Aoxing, which includes the right to appoint and terminate executive director members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s 's resolution and a Board of Directors’ ' resolution based on the decision of Party B.B's Board of Directors. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Shaanxi Aoxing shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature signer of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Shaanxi Aoxing y shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any)B, all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Shaanxi Aoxing, such as entering into and performance of contracts, and payment of taxes etc. (4) If Shaanxi Aoxing requires additional funds to maintain its operations, Party B shall provide such additional funds through a bank loan or other resources and Party A shall provide necessary assistance in obtaining these funds. 1.4 In As consideration of for the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Shaaxi Aoxing. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]’s Shaaxi Aoxing's estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Shaanxi Aoxing is not required to pay the entrusted management fee; if [VIE Entity] Shaanxi Aoxing sustains losses, all such losses will be carried over to next month and deducted from next month’s 's entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “"Quarterly Adjustment”"), so as to make the after-tax profit of [VIE Entity] Shaanxi Aoxing of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “"Annual Adjustment”"), so as to make the after-tax profit of Kingtone Information Shaanxi Aoxing of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Shaanxi Aoxing and bear all losses of [VIE Entity]Shaanxi Aoxing. If [VIE Entity] Shaanxi Aoxing has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Shaanxi Aoxing; if [VIE Entity]’s Shaanxi Aoxing's net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties heretoOpco, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The the management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director all members of the board of directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make shareholder’s a shareholders’ resolution and Board a board of Directorsdirectors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an one or more entrusted account account(s) or designate an one or more existing account account(s) as an the entrusted accountaccount(s). Party B has the full and exclusive right to decide the use of the funds in the entrusted accountaccount(s). The authorized signature of the account account(s) shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this accountthe entrusted account(s), including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this the entrusted accountaccount(s), including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this accountthe account(s). (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration Party B has right to provide the quarterly statement of account to Opco pursuant to the services price recognized by the Parties and the working amount provided by Party B, and Party B hereunder, has right to collect the relevant entrusted management fee from Opco pursuant to the date and amount indicated in the statement of account. Party A and Party B may make other arrangements on the payment of entrusted management fee at any time through the mutual consent. Both Parties further agree that, Opco shall pay for the due service fee first in accordance with the Exclusive Technology Service Agreement executed by and between Opco and Party B on January 18, 2011, in Chongqing, before Opco pays for the entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] is not required to pay the entrusted management fee; if [VIE Entity] sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information of that fiscal year is zero.B. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Opco to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Opco in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a1) the winding up of [VIE Entity] or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties heretoOpco, or (c2) the date on which Party B completes the acquisition of [VIE Entity]Opco. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Opco. The management service includes without limitation the following: (a1) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Opco, which includes the right to appoint and terminate executive director members of Board of Directors and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make a shareholder’s resolution and a Board of Directors’ resolution based on the decision of Party B. (b2) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Opco shall open an entrusted account one or designate an existing account more account(s) or as an entrusted accountaccounts. Party B has the full and exclusive right to decide the use of the funds in the entrusted accountaccounts. The authorized signature of the account accounts shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Opco shall be kept in this accountthis(these) account(s), including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this this(these) entrusted accountaccount(s), including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this accountsuch entrusted account(s). (c3) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Opco, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the an entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Opco. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Opco’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Opco is not required to pay the entrusted management fee; if [VIE Entity] Opco sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Opco of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information Opco of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Opco and bear all losses of [VIE Entity]Opco. If [VIE Entity] Opco has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Opco; if [VIE Entity]Opco’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.

Entrusted Management. 1.1 Party A agrees to entrust the management of [VIE Entity] Yuxing to Party B pursuant to the terms and conditions of this Agreement. Party B agrees to manage [VIE Entity] Yuxing in accordance with the terms and conditions of this Agreement. 1.2 The term of this Entrusted Management Agreement (the “Entrusted Period”) shall be from the effective date of this Agreement to the earlier of the following: (a) the winding up of [VIE Entity] Yuxing or (b) the termination date of this Entrusted Management Agreement to be determined by the Parties hereto, or (c) the date on which Party B completes the acquisition of [VIE Entity]Yuxing. 1.3 During the Entrusted Period, Party B shall be fully and exclusively responsible for the management of [VIE Entity]Yuxing. The management service includes without limitation the following: (a) Party B shall be fully and exclusively responsible for the operation of [VIE Entity]Yuxing, which includes the right to appoint and terminate executive director and the right to hire managerial and administrative personnel etc. Party A or its voting proxy shall make shareholder’s resolution and Board of Directors’ resolution based on the decision of Party B. (b) Party B has the full and exclusive right to manage and control all cash flow and assets of Party A. [VIE Entity] Yuxing shall open an entrusted account or designate an existing account as an entrusted account. Party B has the full and exclusive right to decide the use of the funds in the entrusted account. The authorized signature of the account shall be appointed or confirmed by Party B. All of the funds of [VIE Entity] Yuxing shall be kept in this account, including but not limited to its existing working capital and purchase price received from selling its production equipment, inventory, raw materials and accounts receivable to Party B (if any), all payments of funds shall be disbursed through this entrusted account, including but not limited to the payment of all existing accounts payable and operating expenses, payment of employees salaries and purchase of assets, and all revenues from its operation shall be kept in this account. (c) Party B shall have the full and exclusive right to control and administrate the financial affairs and daily operation of [VIE Entity]Yuxing, such as entering into and performance of contracts, and payment of taxes etc. 1.4 In consideration of the services provided by Party B hereunder, Party A shall pay the entrusted management fee to Party B which shall be equal to the earnings before tax (if any) of [VIE Entity]Yuxing. The entrusted management fee shall be as follows: during the term of this agreement, the entrusted management fee shall be equal to [VIE Entity]Yuxing’s estimated earnings before tax, being the monthly revenues after deduction of operating costs, expenses and taxes other than income tax. If the earnings before tax is zero, [VIE Entity] Yuxing is not required to pay the entrusted management fee; if [VIE Entity] Yuxing sustains losses, all such losses will be carried over to next month and deducted from next month’s entrusted management fee. Both Parties shall calculate, and Party A shall pay, the monthly entrusted management fee within 20 days of the following month. The above monthly payment shall be adjusted after the end of each quarter but before the filing of tax return for such quarter (the “Quarterly Adjustment”), so as to make the after-tax profit of [VIE Entity] Yuxing of that quarter is zero. In addition, the above monthly payment shall be adjusted after the end of each fiscal year but before the filing for the yearly tax return (the “Annual Adjustment”), so as to make the after-tax profit of Kingtone Information of that fiscal year is zero. 1.5 Party B shall assume all operation risks out of the entrusted management of [VIE Entity] Yuxing and bear all losses of [VIE Entity]Yuxing. If [VIE Entity] Yuxing has no sufficient funds to repay its debts, Party B is responsible for paying off these debts on behalf of [VIE Entity]Yuxing; if [VIE Entity]Yuxing’s net assets are lower than its registered capital, Party B is responsible for funding the deficit.