Common use of Rights and Obligations of the Parties Clause in Contracts

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, Party A’s rights and obligations include: (1) to hand over Opco to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco independently; (2) to enjoy the full and exclusive right to dispose of all assets of Opco; (3) to enjoy all profits and bear losses arising from Opco’s operations during the Entrusted Period; (4) to appoint all directors of Opco; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of Opco; (6) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the Agreement.

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, Party A’s rights and obligations include: (1) to hand over Opco to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without Party B’s 's prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco independently; (2) to enjoy the full and exclusive right to dispose of all assets of Opco; (3) to enjoy all profits and bear losses arising from Opco’s operations during the Entrusted Period; (4) to appoint all directors of Opco; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of Opco; (6) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the Agreement.

Rights and Obligations of the Parties. 2.1 During the term of the entrusted operation, the rights and obligations of Party A shall include: 1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A’s executive director shall, within 5 days after the effective date of this Agreement, deliver Party A’s seals and financial materials (including but not limited to balance sheet, profit and loss statement, cash flow statement and any attachments, relevant right certificates and other proprietary and operation documents) to Party B to ensure that Party B could exercise its operation management rights in all aspects after taking over the management of Party A and could set up financial records accordingly; 2) During the term of the entrusted operation, without Party B’s consent, Party A and its investor and executive director shall not make any decision on Party A’s operations, and they shall not intervene with Party B’s entrusted management activities in any form; 3) During the term of the entrusted operation, Party A’s rights and obligations include: (1) executive director shall have the obligation to hand over Opco to cooperate with Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirementrequest to ensure the stability and consistency of the operation; (4) To entrust the authorities of the investor and the executive director to Party B; 5) To timely pay the entrustment fee to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreementB; (6) not to intervene Without Party B’s management over Opco in consent, Party A shall not entrust any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without to manage Party A’s businesses; 7) The executive director and investor of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B’s prior written consent; (9) 8) Party A shall not to unilaterally early terminate this Agreement unilaterally with for any reason whatsoever; orreason. (109) to enjoy other Other rights and perform other obligations of Party A provided under the this Agreement. 2.2 During the term of this Agreementthe entrusted operation, Party B’s the rights and obligations of Party B shall include: (1) to Party B shall enjoy independent and comprehensive management right over Party A’s operations; 2) Party B shall have the full and exclusive right to manage Opco independentlyadjust the organizational structure and the personnel placement of Party A based on the needs of the management; (23) to enjoy Party B shall have the full and exclusive right to dispose of all the assets on the books of OpcoParty A on the execution day of this Agreement, and Party can B dispose of any of the aforesaid assets without any prior consent of Party A; (34) Party B shall be entitled to enjoy all of the Party A’s income after deducting necessary expenses. 5) Party B shall has the right to invest in the projects of new products and technologies of Party A, also enjoys the profits and bear losses arising from Opco’s operations during these projects in the Entrusted Periodfuture. 6) Party B shall take over of Party A in a timely manner; (47) Party B shall carry out all the responsibilities and rights entrusted to appoint all directors it under this Agreement in good faith and with honesty and trustworthiness, and shall pay reasonable attention to the entrusted matters and notify Party A timely of Opcorelevant matters; (5) 8) Party B shall act in good faith and consult with Party A in regards to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel handling of Opcomatters not covered by this Agreement; (69) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other Other obligations shall be performed by Party B under the this Agreement.

Rights and Obligations of the Parties. 2.1 During the term of this AgreementEntrusted Period, Party A’s rights and obligations include: (1) to hand over Opco Anpulo to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal seals of Opco Anpulo to Party B; (2) Party A has no right to make any decision regarding OpcoAnpulo’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco Anpulo at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with according to Party B’s requirementrequirements; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco Xx. Xxxxxxx Xxx, Xx. Xxxxxxx Xx and Party B on November September 22, 20102013, in Hubei, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco Anpulo in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco Anpulo to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco Anpulo in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the this Agreement. 2.2 During the term of this AgreementEntrusted Period, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco Anpulo independently; (2) to enjoy the full and exclusive right to dispose of all assets of OpcoAnpulo; (3) to enjoy all profits and bear losses arising from OpcoAnpulo’s operations during the Entrusted Period; (4) to appoint all directors of OpcoAnpulo; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of OpcoAnpulo; (6) to convene shareholders’ meetings of Opco Anpulo in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the this Agreement.

Rights and Obligations of the Parties. 2.1 During the term of the entrusted operation, the rights and obligations of Party A shall include: 1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A’s executive director shall, within 5 days after the effective date of this Agreement, deliver Party A’s seals and financial materials (including but not limited to balance sheet, profit and loss statement, cash flow statement and any attachments, relevant right certificates and other proprietary and operation documents) to Party B to ensure that Party B could exercise its operation management rights in all aspects after taking over the management of Party A and could set up financial records accordingly; 2) During the term of the entrusted operation, without Party B’s consent, Party A and its investor and executive director shall not make any decision on Party A’s operations, and they shall not intervene with Party B’s entrusted management activities in any form; 3) During the term of the entrusted operation, Party A’s rights and obligations include: (1) executive director shall have the obligation to hand over Opco to cooperate with Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirementrequest to ensure the stability and consistency of the operation; (4) To entrust the authorities of the investor and the executive director to Party B; 5) To timely pay the entrustment fee to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreementB; (6) not to intervene Without Party B’s management over Opco in consent, Party A shall not entrust any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without to manage Party A’s businesses; 7) The executive director and investor of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B’s prior written consent; (9) 8) Party A shall not to unilaterally early terminate this Agreement unilaterally with for any reason whatsoever; orreason. (109) to enjoy other Other rights and perform other obligations of Party A provided under the this Agreement. 2.2 During the term of this Agreementthe entrusted operation, Party B’s the rights and obligations of Party B shall include: (1) to Party B shall enjoy independent and comprehensive management right over Party A’s operations; 2) Party B shall have the full and exclusive right to manage Opco independentlyadjust the organizational structure and the personnel placement of Party A based on the needs of the management; (23) to enjoy Party B shall have the full and exclusive right to dispose of all the assets on the books of OpcoParty A on the execution day of this Agreement, and Party can B dispose of any of the aforesaid assets without any prior consent of Party A; (34) Party B shall be entitled to enjoy all of the Party A’s income after deducting necessary expenses. 5) Party B shall has the right to invest in the projects of new products and technologies of Party A, also enjoys the profits and bear losses arising from Opco’s operations during these projects in the Entrusted Periodfuture. 6) Party B shall timely take over of Party A; (47) Party B shall carry out all the responsibilities and rights entrusted to appoint all directors it under this Agreement in good faith and with honesty and trustworthiness, and shall pay reasonable attention to the entrusted matters and notify Party A timely of Opcorelevant matters; (5) 8) Party B shall act in good faith and consult with Party A in regards to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel handling of Opcomatters not covered by this Agreement; (69) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other Other obligations shall be performed by Party B under the this Agreement.

Rights and Obligations of the Parties. 2.1 During According to the term of this Agreementclauses hereof, Party A’s the rights and obligations includeof Party A are as shown below: (1) The right to hand over Opco to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco manage Lvxin shall be transferred to Party B;, so shall all the operation materials, including the business license and articles of incorporation of Lvxin. (2) Without the prior consent of Party B, Party A has shall have no right to make any decision regarding Opco’s operations without on the prior written consent operation of Party B;Lvxin. (3) to Party A shall have the right to know get familiar with and bring forward suggestions on the business conditions operation of Opco at any time and provide proposals;Lvxin. (4) to Party A shall assist Party B in carrying to carry out the entrusted management in accordance with according to Party B’s requirement;requirements. (5) to perform Party A shall not use its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreement; (6) not shareholder status to intervene in Party B’s management over Opco on Lvxin in any form by making use of shareholderform. 6) Without Party B’s power; (7) prior consent, Party A shall not transfer its shares held in Lvxin to entrust or grant their shareholders’ rights in Opco to a any third party other than Party B without B. 7) Party B’s prior written consent; (8) A shall not to otherwise entrust other third party other than Party B to manage Opco in unilaterally terminate the Agreement by any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; reason, or (10) to enjoy 8) Party A shall have the other rights and perform implement the other obligations under the Agreementregulated herein. 2.2 During According to the term of this Agreementclauses hereof, Party B’s the rights and obligations of Party B include: (1) to enjoy Party B has the independent and full and exclusive right to manage Opco independently;Lvxin.. (2) to enjoy Party B has the full and exclusive right to dispose of all assets of Opco;Lvxin. (3) Party B has the right to enjoy all share the profits of Lvxin and bear undertake the losses arising from Opco’s operations during of Lvxin in proportion to the Entrusted Period;equity held by it. (4) Party B has the right to appoint dispatch all directors (or executive director) of Opco;Lvxin. (5) Party B has the right to appoint dispatch the legal representative, general manager, deputy general manager, financial manager manager, and other senior managerial personnel executives of Opco;Lvxin. (6) Party B has the right to convene shareholders’ meetings of Opco in accordance with hold the Shareholders’ Voting Rights Proxy Agreement and sign resolutions meeting of shareholders’ meetingsconference of Lvxin, and sign the resolutions made by shareholders; and (7) to enjoy Party B has the other rights and perform implements the other obligations under the Agreementregulated herein.

Rights and Obligations of the Parties. 2.1 During the term of this AgreementEntrusted Period, Party A’s rights and obligations include: (1) to hand over Opco Shandong Taiying to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal seals of Opco Shandong Taiying to Party B; (2) Party A has no right to make any decision regarding OpcoShandong Taiying’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco Shandong Taiying at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with according to Party B’s requirementrequirements; (5) to perform its obligations pursuant to the Shareholders’ Shareholder’s Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco Beijing Taiying and Party B on November 22September 3, 20102014, in Taian City, Shandong Province, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco Shandong Taiying in any form by making use of shareholder’s shareholders’ power; (7) not to entrust or grant their shareholders’ rights in Opco Shandong Taiying to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco Shandong Taiying in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the this Agreement. 2.2 During the term of this AgreementEntrusted Period, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco Shandong Taiying independently; (2) to enjoy the full and exclusive right to dispose of all assets of OpcoShandong Taiying; (3) to enjoy all profits and bear losses arising from OpcoShandong Taiying’s operations during the Entrusted Period; (4) to appoint all directors of OpcoShandong Taiying; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of OpcoShandong Taiying; (6) to convene shareholders’ meetings of Opco Shandong Taiying in accordance with the Shareholders’ Shareholder’s Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the this Agreement.

Rights and Obligations of the Parties. 2.1 During 3.1 Party A's rights and obligations a. Without Party B's written consent, Party A shall not modify or move the contents or structure of any news item or databank as mentioned above that Party B will provide. Party A itself shall bear any losses that may result from any errors in the contents or data caused by Party A's unauthorized move. Party A shall have the right to use at its own discretion the contents and news items in the databank Party B will provide. b. The news items and data contents Party B will provide shall be used only in the websites owned by Party A (including www.jrj.com and www.jri.com.cn) and the other related xxxxxxxx Xxrty A's xxxxxxxx xxovide to their end users. Without Party B's written consent, Party A shall not expand the scope of such use or transfer such use to any third party (excluding any products or contents that Party A will provide to its websites and end users after it has carried out any processing thereof). c. Party A shall make all payments hereunder in the manner as agreed herein and within the time limit as specified herein. d. Party A shall provide the software and hardware environment in which Party B can normally install and use the above-mentioned products and systems and assign related technical personnel to extend cooperation and assistance to Party B in such installation and use. e. Party A shall have the right to conduct an acceptance inspection of the databank products that have been installed. If any of the above-mentioned databank products fails to pass such inspection, Party A shall have the right to defer the payment for such product until it passes such inspection, in which case the service term of the databank shall be extended accordingly. 3.2 Party B's rights and obligations a. Party B undertakes that the above-mentioned news, information and data products it will provide will be free from any dispute over their copyright, the data and information therein will originate from legal sources, their contents will be true and objective, and Party A's normal and safe use thereof during the term of this Agreementcontract will be guaranteed, provided, however, that, if Party A's unauthorized modification or move leads to any related error or dispute, Party A’s rights A shall deal with such error or dispute on its own and obligations include: (1) to hand over Opco to Party B for entrusted management as shall not be liable therefor. b. Party B shall ensure the accuracy of the effectiveness date information it will provide by keeping the accuracy rate of this Agreement the financial data equal to or above 99.995% (data of each financial index shall be deemed to be a statistical value) and the accuracy rate of the information on the full texts of the news items and public announcements equal to hand over or above 99.98%, excluding those errors which originate from sources that release such information (such as listed companies) or are contained in the original data. c. Party B shall ensure the completeness of the information it will provide by keeping the completeness rate of the information on the annual, interim and quarterly reports of the listed companies publicly released by them since they were listed and the three key financial statements, dividend distributions, rights issues, changes in their equity interests and the top ten shareholders of listed companies equal to 99.995% and the completeness rate of the information on the other public announcements equal to 99.99%. d. Party B shall ensure the timeliness of the information it will provide by storing successively into the databank, the special reminders, the digest of the regular reports, the data on the key financial indicies of the companies and the full texts of the various announcements to be published on the next day in the three major securities newspapers, commencing from 4pm of the same day and completing such storage in the evening of the same day. If the number of the listed companies that make such disclosures on the next day exceeds 40, the deadline for completion of the storage of the information on the public announcements made by the listed companies shall be postponed appropriately, provided, however, that Party B undertakes that the storage of all the information on the public announcements made by the companies listed on the Shenzhen Stock Exchange shall be completed in the evening of business materials together with Business License the same day. The storage of the major financial and corporate seal economic news and the major news regarding the companies shall be completed by 8 o'clock the next morning and the other news items shall be updated and stored successively on the same day. e. Party B shall ensure that, within 15 days of Opco execution hereof, it will complete the installation of the above-mentioned information and data bank and provide the description of the structure of the relevant databank and the files on its use. f. The databank Party B will provide shall be prepared on the basis of the information publicly disclosed by the listed companies and the stock exchanges and Party B shall use its best efforts to make such data and its translation accurate and objective. None of the contents of the databank or the news or information Party B will provide shall constitute a suggestion for any investment operations and, instead, they are intended only for reference. Party A itself shall assume any risk that may be involved in any investment it makes on the basis of such data or information. Party A is expected to provide a similar reminder to its customers when it provides the related information services to them. g. Party B undertakes to promptly inform Party A of any innovated and added items of the information and data bank so that Party A may have a full understanding of any new developments of Party B; (2) 's databank and update or upgrade free of charge the contents and updating procedure of the databank Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist purchased. Party B in carrying out shall permit Party A to choose at no charge any five of the entrusted management in accordance with new data sheets Party B’s requirement; (5) to perform its obligations pursuant B adds to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and databank each year. h. Party B on November 22, 2010, and not to violate the said agreement; (6) not to intervene shall provide Party B’s management over Opco in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco independently; (2) to enjoy the full and exclusive right to dispose of all assets of Opco; (3) to enjoy all profits and bear losses arising from Opco’s operations during the Entrusted Period; (4) to appoint all directors of Opco; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of Opco; (6) to convene shareholders’ meetings of Opco in accordance A with the Shareholders’ Voting Rights Proxy Agreement databank according to the accuracy and sign resolutions of shareholders’ meetings; and (7) completeness rates as specified herein and shall make timely responses to enjoy other rights and perform other obligations under the Agreement.any inquiries made by Party A.

Rights and Obligations of the Parties. 2.1 During the term of the entrusted operation, the rights and obligations of Party A shall include: 1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A’s executive director shall, within 5 days after the effective date of this Agreement, deliver Party A’s seals and financial materials (including but not limited to balance sheet, profit and loss statement, cash flow statement and any attachments, relevant right certificates and other proprietary and operation documents) to Party B to ensure that Party B could exercise its operation management rights in all aspects after taking over the management of Party A and could set up financial records accordingly; 2) During the term of the entrusted operation, without Party B’s consent, Party A and its investor and executive director shall not make any decision on Party A’s operations, and they shall not intervene with Party B’s entrusted management activities in any form; 3) During the term of the entrusted operation, Party A’s rights and obligations include: (1) executive director shall have the obligation to hand over Opco to cooperate with Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirementrequest to ensure the stability and consistency of the operation; (4) To entrust the authorities of the investor and the executive director to Party B; 5) To timely pay the entrustment fee to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreementB; (6) not to intervene Without Party B’s management over Opco in consent, Party A shall not entrust any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without in any form to manage Party A’s businesses; 7) The executive director and investor of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B’s prior written consent; (8) Party A shall not to otherwise entrust unilaterally early terminate this Agreement for any reason. 9) Any other third party other than rights and obligations of Party A necessary for Party B to manage Opco in any form without Party B’s prior written consent; (9) not to terminate perform the management duties provided under this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreementthe entrusted operation, Party B’s the rights and obligations of Party B shall include: (1) to Party B shall enjoy independent and comprehensive management right over Party A’s operations; 2) Party B shall have the full and exclusive right to manage Opco independentlyadjust the organizational structure and the personnel placement of Party A based on the needs of the management; (23) to enjoy Party B shall have the full and exclusive right to dispose of all the assets on the books of OpcoParty A on the execution day of this Agreement, and Party can B dispose of any of the aforesaid assets without any prior consent of Party A; (34) Party B shall be entitled to enjoy all 70% of the Party A’s profit after deducting necessary expenses. 5) Party B shall has the right to invest in the projects of new products and technologies of Party A, also enjoys the profits and bear losses arising from Opco’s operations during these projects in the Entrusted Periodfuture. 6) Party B shall take over of Party A in a timely manner; (47) Party B shall carry out all the responsibilities and rights entrusted to appoint all directors it under this Agreement in good faith and with honesty and trustworthiness, and shall pay reasonable attention to the entrusted matters and notify Party A timely of Opcorelevant matters; (5) 8) Party B shall act in good faith and consult with Party A in regards to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel handling of Opcomatters not covered by this Agreement; (69) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other Other obligations shall be performed by Party B under the this Agreement.

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, Party A’s rights and obligations include: (1) to hand over Opco Wuhan Fengze to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco Wuhan Fengze to Party B; (2) Party A has no right to make any decision regarding OpcoWuhan Fengze’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco Wuhan Fengze at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with according to Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco XXXXX Xxx, XXXX Xxxxxxx, XX Xxxxxxx and Party B on November 22Dec 1st, 20102009 in Wuhan, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco Wuhan Fengze in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco Wuhan Fengze to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco Wuhan Fengze in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco Wuhan Fengze independently; (2) to enjoy the full and exclusive right to dispose of all assets of OpcoWuhan Fengze; (3) to enjoy all profits and bear losses arising from OpcoWuhan Fengze’s operations during the Entrusted Period; (4) to appoint all directors of OpcoWuhan Fengze; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of OpcoWuhan Fengze; (6) to convene shareholders’ meetings of Opco Wuhan Fengze in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the Agreement.

Rights and Obligations of the Parties. 2.1 During the term of the entrusted operation, the rights and obligations of Party A shall include: 1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A’s board of directors shall, within 5 days after the effective date of this Agreement, deliver Party A’s seals and financial materials (including but not limited to balance sheet, profit and loss statement, cash flow statement and any attachments, relevant right certificates and other proprietary and operation documents) to Party B to ensure that Party B could exercise its operation management rights in all aspects after taking over the management of Party A and could set up financial records accordingly; 2) During the term of the entrusted operation, without Party B’s consent, Party A and its shareholders’ meeting and board of directors shall not make any decision on Party A’s operations, and they shall not intervene with Party B’s entrusted management activities in any form; 3) During the term of the entrusted operation, Party A’s rights and obligations include: (1) board of directors shall have the obligation to hand over Opco to cooperate with Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirementrequest to ensure the stability and consistency of the operation; (4) To entrust the authorities of the shareholders’ meeting and the board of directors to Party B; 5) To timely pay the entrustment fee to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreementB; (6) not to intervene Without Party B’s management over Opco in consent, Party A shall not entrust any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without to manage Party A’s businesses; 7) The board of directors and shareholders meeting of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B’s prior written consent; (9) 8) Party A shall not to unilaterally early terminate this Agreement unilaterally with for any reason whatsoever; orreason. (109) to enjoy other Other rights and perform other obligations of Party A provided under the this Agreement. 2.2 During the term of this Agreementthe entrusted operation, Party B’s the rights and obligations of Party B shall include: (1) to Party B shall enjoy independent and comprehensive management right over Party A’s operations; 2) Party B shall have the full and exclusive right to manage Opco independentlyadjust the organizational structure and the personnel placement of Party A based on the needs of the management; (23) to enjoy Party B shall have the full and exclusive right to dispose of all the assets on the books of OpcoParty A on the execution day of this Agreement, and Party can B dispose of any of the aforesaid assets without any prior consent of Party A; (34) Party B shall be entitled to enjoy all profits and bear losses arising from Opcoof the Party A’s operations during the Entrusted Periodincome after deducting necessary expenses. 5) Party B shall timely take over of Party A; (46) Party B shall carry out all the responsibilities and rights entrusted to appoint all directors it under this Agreement in good faith and with honesty and trustworthiness, and shall pay reasonable attention to the entrusted matters and notify Party A timely of Opcorelevant matters; (57) Party B shall act in good faith and consult with Party A in regards to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel handling of Opcomatters not covered by this Agreement; (6) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other 8) Other obligations shall be performed by Party B under the this Agreement.

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, Party A’s rights and obligations include: (1) to hand over Opco Shaanxi Aoxing to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco Shaanxi Aoxing to Party BB ; (2) Party A has no right to make any decision regarding OpcoShaanxi Aoxing’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco Shaanxi Aoxing at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with according to Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed Agreement by and between all shareholders of the Opco and Party B on November 22, 2010Parties, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco Shaanxi Aoxing in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco Shaanxi Aoxing to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco Shaanxi Aoxing in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoeverreason; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the independent and full and exclusive right to manage Opco independentlyShaanxi Aoxing; (2) to enjoy the full and exclusive right to dispose of all assets of OpcoShaanxi Aoxing; (3) to enjoy all profits and bear losses arising from OpcoShaanxi Aoxing’s operations during the Entrusted Periodperiod of entrusted management; (4) to appoint all directors of OpcoShaanxi Aoxing; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of OpcoShaanxi Aoxing; (6) to convene shareholders’ meetings of Opco Shaanxi Aoxing in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the Agreement.

Rights and Obligations of the Parties. 2.1 During 6.1 Without the term written consent of this AgreementParty A, Party B shall not enter into an escrow account agreement on the revenues provided under Clause 1.1 with any third party other than Party A’s , unless this Agreement adopts the second mode of custody under Clause 3. 6.2 Party A shall be entitled to require Party B to assist in protecting the escrow account and the funds therein from the infringement or possible infringement of any third party, and Party B shall be obligated to notify and assist Party A of and in avoiding the occurrence of such infringement. 6.3 The failure or delay of Party A to exercise any right hereunder or partial exercise thereof shall neither constitute the waiver or modification of such right or any other right, nor affect its further exercise of such right or any other right. 6.4 Party A shall timely release the daily custody and special custody over the escrow account when all its obligatory rights and obligations includeunder the Master Contract are satisfied. 6.5 Party B shall timely notify Party A in writing of any following circumstance: (1) a change in the rights to hand over Opco to Party B collect fees, prices for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party Bfees, term for collecting fees or etc.; (2) Party A has no right a change in the operating system, including but not limited to make any decision regarding Opco’s operations without the prior written consent of Party Bmerger, split, joint-stock transformation and joint venture and cooperation with foreign investors; (3) to have the right to know a change in the business conditions of Opco at any time and provide proposalsscope, registered capital or capital contribution, or shareholding structure; (4) to assist Party B involvement in carrying out or possible involvement in a material economic dispute, litigation or arbitration, or compulsory enforcement or lawful freezing of the entrusted management funds in accordance with Party B’s requirementthe escrow account; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreementbankruptcy, signed by and between all shareholders closure of business, dissolution or ceasing of business for rectification, or revocation of business license or cancellation of the Opco registration with the administration for industry and Party B on November 22, 2010, and not to violate the said agreementcommerce; (6) not to intervene Party B’s management over Opco a change in any form by making use the enterprise name, articles of shareholder’s power; (7) not to entrust association, business address, telephone number, legal representative or grant their shareholders’ rights in Opco to a third party other than responsible person or etc.. Party B without shall notify Party B’s prior written consent; A in writing within 10 days after the relevant resolution is adopted if item (8) not to otherwise entrust other third party other than 2) or (3) above occurs; Party B shall immediately notify Party A in writing if item (1) or (4) or (5) or(6) above occurs. 6.6 If Party A and the Obligor reach an agreement on modifying the Master Contract, it is not required to manage Opco obtain the consent of Party B and Party B shall continue to observe the provisions hereof, unless such modification involves in the extension of loan or increase of the amount of loan. If Party B is the Obligor, any form without modification of the Master Contract shall not affect the performance of the obligations of Party B’s prior written consent;B hereunder. (9) not 7.1 It shall constitute a breach if any party fails to terminate perform or fails to fully perform any obligation hereunder, or violate any representation, warranty or commitment made by it hereunder after this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy shall become effective. It shall indemnify the losses incurred by the other rights and perform other obligations under the Agreementparty as a result. 2.2 During 7.2 Any party to which any following circumstance occurs shall assume the term of this Agreement, Party B’s rights additional costs and obligations includelosses arising therefrom: (1) a failure to enjoy make the full and exclusive right relevant notice pursuant to manage Opco independentlythe provisions hereof or the content of the notice is not consistent with the fact; (2) a refusal to, in a normal business day and time, receive the notice made by the other party pursuant to enjoy the full provisions hereof. 7.3 Party B shall indemnify all losses incurred by Party A within the scope provided under Clause 5.4 if this Agreement is invalid due to Party B. 7.4 Unless otherwise provided herein, the other party shall be entitled to adopt other measures stipulated by the relevant laws and exclusive right to dispose of all assets of Opco; (3) to enjoy all profits and bear losses arising from Opco’s operations during the Entrusted Period; (4) to appoint all directors of Opco; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of Opco; (6) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the Agreementregulations if any party has a breach.

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, 5.1 Party A’s 's rights and obligations include:obligations (1) to hand over Opco to Party A shall furnish Party B for entrusted management as with the relevant authorization documents required to carry out the service work free of charge, and represents and warrants the legality and authenticity of the effectiveness date of authorization documents provided, and Party A shall maintain all intellectual property rights arising from this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B;Agreement. (2) Party A has no right shall provide its best efforts to make any decision regarding Opcoprovide information to third parties on Party A’s operations without products and services, and shall provide its best efforts to ensure the prior written consent quality of Party B;its courses. (3) Party A are entitled to all such information of Party B’s students, and Party A shall have the right to know enter into any contract necessary directly with the business conditions of Opco at any time and provide proposals;students. (4) Party A is free to adjust its product and service offering, pricing and cooperation mechanisms according to market conditions, and shall notify Party B of any such adjustment through website announcement or email. (5) Any intellectual property rights in connection with video and audio-visual materials produced as a result of any Collaboration under this Agreement shall exclusively belong to Party A. (6) Once Party A has approved its course schedule, it will coordinate logistics with Party B, including regarding lecturer and venue to avoid the conflict between the time and place of any courses offered by Party B in any Service Area during the Service Period. Party B shall solicit applications from students in accordance with the course schedule (or any adjusted schedule) set out by Party A. (7) Party A shall have the right to terminate the contract with ten days advance notice to Party B, and does not assume any responsibilities, obligations or damages arising from such termination. (8) Once Party A receives such relevant payment and fee invoices from Party B, it shall settle the total cost with Party B by the end of each month, and shall pay or reimburse such cost on the 15th of the following month according to the settled amount. 5.2 Party B's rights and obligations (1) Party B represents and warrants that after execution of this Agreement and during the Service Period, it shall comply with the Party A’s policies, rules and regulations for its Service Providers, including: a. Party B must maintain an independent and valid business license; b. Party B must have sufficient funds to carry out the Collaboration; c. Party B must be legally authorized to carry out the Collaboration (including in accordance with the scope of its authorized businesses on its business license); d. Party B shall maintain sufficient business scale (with a registered capital not less than ________ RMB), reasonable office condition (no less than _______ square meters), requisite equipment and personnel (the number of personnel should not be less than ______ persons), with fixed business premises with display, meeting and office spaces; e. Party B's personnel have the ability to formulate market expansion plans and implementation such plans, and can be assigned to carry out the Collaboration independently; f. Party B shall operate in compliance with relevant laws and regulations, strictly abide by the confidentiality agreement, and refrain from engaging in transactions in violation of the PRC Anti-Unfair Competition Law and the Judicial Interpretation of the Anti-Unfair Competition Law issued by the PRC Supreme People’s Court; g. Party B shall operate independently and carry out the Collaboration independently, but shall protect Party A’s rights and interests from loss (including but not limited to intellectual property rights and other legal rights). h. In the case that Party B is granted with Stock Remuneration, it needs to abide by Party A or Party C’s instructions on stock lock-up and stock sales. Party B shall not transfer, pledge or use any Stock Remuneration to repay debts, when any stock granted thereof are subject to any lock-up requirements. In the case that Party B engages in such violations of laws and regulations or such conducts that result in serious injuries or loss, to Party A’s interests or reputation, Party A or Party C has the right to forfeit such granted stock that remains subject to any lock-up requirements. (2) During the Service Period, Party B shall strictly abide by the relevant laws and regulations, such as the PRC Advertising Law, the Anti-Unfair Competition Law and the Consumer Rights Protection Law, and shall truthfully represent and promote the information provided by Party A. Party B shall ensure that any information distributed publicly is accurate, does exceed the data provided by Party A, does not contain any exaggeration and falsification, and does not damage the interests and brand images of Party A. Otherwise, Party A has the right to terminate this Agreement and to indemnify or hold Party B liable for all direct or indirect losses caused by Party B's breach of this Section 5.2(2) or any provision of this Agreement. If Party A is unable to provide any of its products or services to third parties as a result of Party B’s deceptive behavior, Party B shall bear all costs and shall recoup Party A’s loss arising from such behavior. (3) During the Service Period, Party B shall not cooperate with other companies to carry out any activities on products, services or business similar to those of Party A. If Party B violates this section 5.2(3), Party A shall have the right to request Party B to rectify such behabvior or terminate the contract within a reasonable time. Party B shall bear all costs and shall recoup Party A’s loss arising from such behavior. (4) Party B shall read and understand in detail the various policies, rules and regulations related to Service Providers published by Party A on its website or provided to Party B by other means and channels, and shall be obliged to visit the website regularly to browse the aforementioned policies, rules and regulations. It is expected that when Party B engages in the Collaboration, it shall comply with all Party A’s relevant policies, rules and regulations, provide third parties with compliant and high-quality services, and effectively maintain Party A’s brand and image. (5) Party B authorizes Party A to manage all student data, and shall furnish any student data information with Party A within three business days after acquiring the third-party student information. (6) Party B represents and warrants that any activities carried by Party B in connection with the Collaboration shall fully comply with the requirements of relevant PRC laws and regulations. The materials provided by Party A shall be properly kept and publicized in accordance with the law, including any course activities involving the use and promotion of Party A’s materials. Party A may indemnify or hold Party B liable for all direct or indirect losses caused by Party B's breach of this Section 5.2(6). (7) Party A shall inform Party B of the course schedule in advance. Party B shall make enrollment arrangements according to this plan, solicit enrollment, collect the course application forms and registration information summary forms, and shall furnish Party A any initial course payments with 15 days before each course starts. If the payment is made after the course starts, such payment must be documented and Party A shall be informed in time. (8) Party B represents and warrants that the actual attendance of each course shall not be less than 90% of the designed capacity of each course, and Party B shall provide such organization or logistic support as needed. (9) Party B shall confirm the total cost of teaching assistants, service personnel, and any other service fees after the end of each course and provide such confirmation documentations to Party A for settlement. (10) Party B shall issue a special VAT invoice to Party A before receiving the relevant payment. (11) Party B hereby expressly acknowledges that the stock granted under the Stock Remuneration qualify as stock issued by Party C in reliance on the exemption under Rule 4(a)(2) under the Securities Act of 1933, as amended, of the United States and Rule 144 issued thereunder, and any such stock issued qualify as restricted stock, subject to certain restrictive trading legend on the stock certificate. If Party B wishes to sell or transfer the stock granted in the future, such stock granted needs to (1) be registered in accordance with the United States securities laws, or (2) be exempted from registrations as provided under the United States securities laws. Party B acknowledges and agrees that if it intends to sell such stock granted in the open market, it will need to procure a legal opinion to the satisfaction of the company to prove that certain exemptions under the United States securities laws are applicable to the sale by Party B, or otherwise Party B shall not sell such stock granted in the open market. 5.3 Party C's rights and obligations (1) For Party B that satisfies the conditions as provided in this Agreement, especially Article 4, Party C shall grant such Stock Remuneration to Party B in accordance with this Agreement, and assist Party B in carrying out the entrusted management in accordance with Party B’s requirement; (5) unlock such stocks granted to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate when the said agreement; (6) not to intervene Party B’s management over Opco in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreementlock-up requirements dissolve. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco independently; (2) to enjoy Party C has the full and exclusive right to dispose increase or decrease the share capital, repurchase the company's shares, split shares, exchange shares or make other share capital adjustments according to its actual needs, and has the discretion to adjust the amount of all assets of Opco; (3) Stock Remuneration and the stock granted thereof to enjoy all profits and bear losses arising from Opco’s operations during the Entrusted Period; (4) to appoint all directors of Opco; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of Opco; (6) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations Party B under the this Agreement.

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, Party A’s rights and obligations include: (1) to hand over Opco Shandong Taiying to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco Shandong Taiying to Party B; (2) Party A has no right to make any decision regarding OpcoShandong Taiying’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco Shandong Taiying at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with according to Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco XXXX Xxxxx, XXXX Debao, XU Guoan, XXXX Xxxxxxx, ZHANG Qingmao, XXX Xxxxxxxx, LIN Long, SUN Jing and Party B on November 22July 23rd, 20102010 in Taian City, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco Shandong Taiying in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco Shandong Taiying to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco Shandong Taiying in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1) to enjoy the full and exclusive right to manage Opco Shandong Taiying independently; (2) to enjoy the full and exclusive right to dispose of all assets of OpcoShandong Taiying; (3) to enjoy all profits and bear losses arising from OpcoShandong Taiying’s operations during the Entrusted Period; (4) to appoint all directors of OpcoShandong Taiying; (5) to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel of OpcoShandong Taiying; (6) to convene shareholders’ meetings of Opco Shandong Taiying in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other obligations under the Agreement.

Rights and Obligations of the Parties. 2.1 During the term of the entrusted operation, the rights and obligations of Party A shall include: 1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A’s executive director shall, within 5 days after the effective date of this Agreement, deliver Party A’s seals and financial materials (including but not limited to balance sheet, profit and loss statement, cash flow statement and any attachments, relevant right certificates and other proprietary and operation documents) to Party B to ensure that Party B could exercise its operation management rights in all aspects after taking over the management of Party A and could set up financial records accordingly; 2) During the term of the entrusted operation, without Party B’s consent, Party A and its investors and executive director shall not make any decision on Party A’s operations, and they shall not intervene with Party B’s entrusted management activities in any form; 3) During the term of the entrusted operation, Party A’s rights and obligations include: (1) executive director shall have the obligation to hand over Opco to cooperate with Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirementrequest to ensure the stability and consistency of the operation; (4) To entrust the authorities of the investors and the executive director to Party B; 5) To timely pay the entrustment fee to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreementB; (6) not to intervene Without Party B’s management over Opco in consent, Party A shall not entrust any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without to manage Party A’s businesses; 7) The executive director and investors of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B’s prior written consent; (9) 8) Party A shall not to unilaterally early terminate this Agreement unilaterally with for any reason whatsoever; orreason. (109) to enjoy other Other rights and perform other obligations of Party A provided under the this Agreement. 2.2 During the term of this Agreementthe entrusted operation, Party B’s the rights and obligations of Party B shall include: (1) to Party B shall enjoy independent and comprehensive management right over Party A’s operations; 2) Party B shall have the full and exclusive right to manage Opco independentlyadjust the organizational structure and the personnel placement of Party A based on the needs of the management; (23) to enjoy Party B shall have the full and exclusive right to dispose of all the assets on the books of OpcoParty A on the execution day of this Agreement, and Party can B dispose of any of the aforesaid assets without any prior consent of Party A; (34) Party B shall be entitled to enjoy all of the Party A’s income after deducting necessary expenses. 5) Party B shall has the right to invest in the projects of new products and technologies of Party A, also enjoys the profits and bear losses arising from Opco’s operations during these projects in the Entrusted Periodfuture. 6) Party B shall take over of Party A in a timely manner; (47) Party B shall carry out all the responsibilities and rights entrusted to appoint all directors it under this Agreement in good faith and with honesty and trustworthiness, and shall pay reasonable attention to the entrusted matters and notify Party A timely of Opcorelevant matters; (5) 8) Party B shall act in good faith and consult with Party A in regards to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel handling of Opcomatters not covered by this Agreement; (69) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other Other obligations shall be performed by Party B under the this Agreement.

Rights and Obligations of the Parties. 2.1 During the term of this Agreement, Party A’s rights and obligations include: (1a) to hand over Opco Kingtone Information to Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco Kingtone Information to Party B; (2b) Party A has no right to make any decision regarding OpcoKingtone Information’s operations without the prior written consent of Party B; (3c) to have the right to know the business conditions of Opco Kingtone Information at any time and provide proposals; (4d) to assist Party B in carrying out the entrusted management in accordance with Party B’s requirement; (5e) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco Individual Shareholders, Xi’an TechTeam Investment Holding Group Company, Shenzhen Capital Group Co., Ltd, Xi’an Hongtu Capital Co., Ltd, Shaanxi Yuanxing Science and Technology Co., Ltd and Party B on November 22December 15, 20102009 in Xi’an , and not to violate the said agreement; (6f) not to intervene Party B’s management over Opco Kingtone Information in any form by making use of shareholder’s power; (7g) not to entrust or grant their shareholders’ rights in Opco Kingtone Information to a third party other than Party B without Party B’s prior written consent; (8) h) not to otherwise entrust other third party other than Party B to manage Opco Kingtone Information in any form without Party B’s prior written consent; (9i) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10j) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, Party B’s rights and obligations include: (1a) to enjoy the full and exclusive right to manage Opco Kingtone Information independently; (2b) to enjoy the full and exclusive right to dispose of all assets of OpcoKingtone Information; (3c) to enjoy all profits and bear losses arising from OpcoKingtone Information’s operations during the Entrusted Period; (4d) to appoint all directors executive director of OpcoKingtone Information; (5e) to appoint the legal representative, general manager, deputy vice general manager, financial manager and other senior managerial personnel of OpcoKingtone Information; (6f) to convene shareholders’ meetings of Opco Kingtone Information in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7g) to enjoy other rights and perform other obligations under the Agreement.

Rights and Obligations of the Parties. 2.1 During 1. Party A shall have the right to request Party B to apply for overseas refinancing with overseas branches/other banks for Party A, and provide repayment guarantee for Party A in accordance with the provisions of this agreement, provided that conditions under this agreement are met. 2. Party B shall keep confidential Party A’s trade secrets according to law. 3. Any settlement of Renminbi and foreign currencies by Party A within this agreement shall be made in an account opened by Party A with Party B. 4. Once any of the overseas branches/other banks make any overseas payment and holds applicable title certificates and other documents representing title to applicable goods, Party B shall acquire the title to such documents and the goods represented by such documents. 5. Party B shall hand over the documents to Party A after Party A issues relevant Trust Receipt to Party B. 6. Party B, as the principal of trust receipt, shall have the right to benefit from disposal of trust property by Party A. 7. Party A, as the agent of trust receipt, shall hold the documents and the goods represented by such documents under the letter of credit/ inward collection, T/T payment and other methods of settlement involved in overseas refinancing hereunder and have the right to unload, store, manufacture, process and sell such goods on its own. The funds obtained by Party A from the sale of such goods shall be used for the repayment of overseas refinancing applied for from overseas branches/other banks through Party B. In the event of any deficiency, Party A shall use other funds to pay back overseas refinancing provided by Party B. 8. Party A shall bear all expenses arising from the disposal of such goods or otherwise in connection with such goods. 9. After the goods represented by the documents under the letter of credit/ inward collection, T/T payment and other methods of settlement involved in each overseas refinancing hereunder are sold, Party B shall have the right to collect payment for such goods from buyers thereof and issue valid receipts to such buyers, without prior notice to Party A. 10. Where Party B puts forward any special requirement, Party A shall dispose of the goods according to such requirement. 11. The documents and the goods represented by such documents involved in each overseas refinancing hereunder are Party B’s trust properties and independent from Party A. In the event of dissolution, dismantlement or bankruptcy of Party A, such trust properties shall not belong to the properties to be liquidated. The creditor’s right acquired by Party B from administration and disposal of the documents and the goods represented by such documents shall not be offset against the debts arising from its own properties. 12. Party A shall not mortgage or pledge the documents and the goods represented by such documents before full repayment of the principal of overseas refinancing and the interest and other expenses thereon to Party B. 13. Upon Party B’s request, Party A shall, prior to sale of the goods involved in any overseas refinancing hereunder, submit documents relating to such goods or have such goods warehoused as per Party B’s instructions and prepare warehouse receipts to the order of Party B. 14. Upon Party B’s request, Party A shall purchase insurance according to the full value of the goods involved in any overseas refinancing hereunder against fire risks and other commonly insured risks from insurers with good standing and reputation. Party A shall, in the capacity of agent, hold such insurance policies or insurance contracts with Party B as the beneficiary or endorsement of benefits to Party B, and submit such insurance policies or insurance contracts to Party B at any time upon Party B’s request. In the event of any claim under such insurance policies, Party A shall notify Party B immediately and hand over the full amount of the insurance compensation to Party B upon receipt of the same without delay. 15. Party B shall have the right to decide and inspect the mode of transportation, storage place, method of storage and insurance to be purchased. Party A shall provide facility to Party B, including allowing personnel of Party B access to the warehouses and premises that Party A owns, holds or manages. Upon Party B’s request, Party A shall sign all the documents necessary for facilitating pick-up of the goods or claims by Party B. 16. Party B should have the right to monitor the operating of Party A, and Party A should provide the helps. Party B shall have the right to inspect and supervise the collection of payment for the goods involved in any overseas refinancing hereunder and Party A shall report applicable information to Party B in writing at any time upon Party B’s request. 17. In the event of change of legal representative (principal), address or place of business or reduction of registered capital of Party A during the term of this Agreementagreement, Party A shall notify Party B in writing in advance. 18. In the event of change of mode of business operation or management or form of ownership or organization of Party A caused by contract, lease, joint venture, shareholding reform, split, merger, acquisition or other reason, Party A shall notify Party B in writing in advance and carry out measures for repayment of debts hereunder. 19. In the event of the occurrence of any circumstance that poses a threat to Party A’s rights normal operation or has significantly adverse impact on Party A’s performance of repayment obligation hereunder, including but not limited to stop of production, going out of business, nullification of registration, revocation of business license, the legal representative or main principal engaging in any illegal activity or involved in any major lawsuit, serious difficulties in production and obligations include: (1) to hand over Opco to operation, worsening of financial situation, or flight of capital contribution, transfer of assets or unauthorized assignment of shares by Party A or its investors, Party B for entrusted management as of the effectiveness date of this Agreement and to hand over all of business materials together with Business License and corporate seal of Opco to Party B; (2) Party A has no right to make any decision regarding Opco’s operations without the prior written consent of Party B; (3) to shall have the right to know ask Party A to deposit the business conditions of Opco at principle and applicable interest charges related to overseas refinancing into the bank account designated by Party A as pledge guarantee, or take other measures approved by Party B. 20. Party A warrants that it will not enter into any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance agreement with Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and not to violate the said agreement; (6) not to intervene Party B’s management over Opco in any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without Party B’s prior written consent; (9) not to terminate this Agreement unilaterally with for any reason whatsoever; or (10) to enjoy other rights and perform other obligations under the Agreement. 2.2 During the term of this Agreement, that will impair Party B’s rights and obligations include:interests hereunder. (1) 21. Party B may cancel the trust at any time. Upon Party B’s request, Party A shall return whole set of documents of title, documents or the goods under such documents to enjoy Party B. 22. In the full and exclusive event of failure of Party A to disposal of trust properties subject to Party B’s requirement, Party B shall have the right to manage Opco independently;cancel the trust relationship, recover the trust properties and dispose of the trust properties on its own. (2) 23. Where a guarantee is provided and the guarantor breaches the guarantee agreement or loses the capacity of guarantee, Party A shall provide new guarantee acceptable to enjoy Party B promptly. In the full and exclusive event that Party A fails to do so, Party B shall have the right to dispose recover the principal of all assets of Opco; (3) to enjoy all profits overseas refinancing and bear losses arising from Opco’s operations during the Entrusted Period; (4) to appoint all directors of Opco; (5) to appoint the legal representative, general manager, deputy general manager, financial manager interest and other senior managerial personnel expenses thereon ahead of Opco; (6) to convene shareholders’ meetings of Opco in accordance schedule, transfer such principal, interest and expenses from the account opened by Party A with the Shareholders’ Voting Rights Proxy Agreement system of the Construction Bank of China and sign resolutions of shareholders’ meetings; andexercise the security right. (7) 24. Party A hereby agrees that Party B shall have the right to exercise the rights that overseas branches/other branches enjoy over Party A. 25. The parties agree that UCP600 and other rights and perform other obligations under applicable international practices shall apply to the Agreementmatters not provided or indefinitely provided in this agreement.

Rights and Obligations of the Parties. 2.1 During the term of the entrusted operation, the rights and obligations of Party A shall include: 1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A’s rights 's board of directors shall, within 5 days after the effective date of this Agreement, deliver Party A's seals and obligations include: financial materials (1including but not limited to balance sheet, profit and loss statement, cash flow statement and any attachments, relevant right certificates and other proprietary and operation documents) to hand over Opco to Party B for to ensure that Party B could exercise its operation management rights in all aspects after taking over the management of Party A and could set up financial records accordingly; 2) During the term of the entrusted operation, without Party B's consent, Party A and its shareholders' meeting and board of directors shall not make any decision on Party A's operations, and they shall not intervene with Party B's entrusted management as activities in any form; 3) During the term of the effectiveness date entrusted operation, Party A's board of this Agreement directors shall have the obligation to cooperate with Party B in accordance with Party B's request to ensure the stability and to hand over all consistency of business materials together with Business License the operation; 4) To entrust the authorities of the shareholders' meeting and corporate seal the board of Opco directors to Party B; (25) Party A has no right To timely pay the entrustment fee to make any decision regarding Opco’s operations without the prior written consent of Party B; (36) to have the right to know the business conditions of Opco at any time and provide proposals; (4) to assist Party B in carrying out the entrusted management in accordance with Without Party B’s requirement; (5) to perform its obligations pursuant to the Shareholders’ Voting Rights Proxy Agreement's consent, signed by and between all shareholders of the Opco and Party B on November 22, 2010, and A shall not to violate the said agreement; (6) not to intervene Party B’s management over Opco in entrust any form by making use of shareholder’s power; (7) not to entrust or grant their shareholders’ rights in Opco to a third party other than Party B without Party B’s prior written consent; (8) not to otherwise entrust other third party other than Party B to manage Opco in any form without to manage Party A's businesses; 7) The board of directors and shareholders meeting of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B’s prior written consent; (9) 8) Party A shall not to unilaterally early terminate this Agreement unilaterally with for any reason whatsoever; orreason. (109) to enjoy other Other rights and perform other obligations of Party A provided under the this Agreement. 2.2 During the term of this Agreementthe entrusted operation, Party B’s the rights and obligations of Party B shall include: (1) to Party B shall enjoy independent and comprehensive management right over Party A's operations; 2) Party B shall have the full and exclusive right to manage Opco independentlyadjust the organizational structure and the personnel placement of Party A based on the needs of the management; (23) to enjoy Party B shall have the full and exclusive right to dispose of all the assets on the books of OpcoParty A on the execution day of this Agreement, and Party can B dispose of any of the aforesaid assets without any prior consent of Party A; (34) Party B shall be entitled to enjoy all profits and bear losses arising from Opco’s operations during of the Entrusted PeriodParty A's income after deducting necessary expenses. 5) Party B shall timely take over of Party A; (46) Party B shall carry out all the responsibilities and rights entrusted to appoint all directors it under this Agreement in good faith and with honesty and trustworthiness, and shall pay reasonable attention to the entrusted matters and notify Party A timely of Opcorelevant matters; (57) Party B shall act in good faith and consult with Party A in regards to appoint the legal representative, general manager, deputy general manager, financial manager and other senior managerial personnel handling of Opcomatters not covered by this Agreement; (6) to convene shareholders’ meetings of Opco in accordance with the Shareholders’ Voting Rights Proxy Agreement and sign resolutions of shareholders’ meetings; and (7) to enjoy other rights and perform other 8) Other obligations shall be performed by Party B under the this Agreement.