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[DATE]

[NAME]
[ADDRESS]

ADVISORY AGREEMENT

Gentlemen:

This letter sets forth the terms upon which you have agreed to engage AAAA [ Group
Limited] (referred to herein as “Consultant”), to act as the non-exclusive financial advisor to [ ], a
company incorporated in [________] (referred to herein as the “Company”), and all the shareholders of
the Company (referred to herein as the “Shareholders”). For purposes of this Agreement, the term the
Company shall include the Company and all of its subsidiaries. Here Subsidiaries mean any company or
entity, in which the Company holds or controls directly or indirectly more than 50% of the voting rights
of such company or entity.

1. Scope of Engagement. The Consultant’s role as a non-exclusive financial advisor is to assist


the Company and the Shareholders in a proposed corporate Transaction or transactions related
to the sale of the equity of the Company to Shanghai Great BBBB Co., Ltd. (上海 BBBB 股份
有 限 公 司 ) or one or more of its subsidiaries (collectively, “Great Wisdom”). The above-
mentioned transactions are defined herein, collectively, as the “Transaction”. In the event that
there are other possible purchasers (referred to herein as the “Purchasers”), the Consultant shall
notify the Company to obtain its consent whether to include such Purchases into the
Transaction. The Company shall confirm whether to include such Purchasers by itself and on
behalf of the Shareholders within 5 days after receipt of the notification of the Consultant, the
failure of which confirmation within such period shall be deemed as granting its consent.

2. Compensation.
(a) In exchange for acting as financial advisor of the Transaction, the Consultant shall
receive [4%] of the total Transaction Value of any Transaction, where the Transaction Value
includes the non-cash consideration, the Consultant shall be entitled to the 4% of such non-cash
consideration accordingly.

(b) Such compensation may be divided into tranches according to the final payment
provisions of the Transaction that will be mutually agreed by the Company, the Shareholders
and the Purchasers. When any one tranche of Transaction payment is paid by the Purchasers to
the Company or the Shareholders as applicable, the Company and the Shareholders as
applicable shall pay the Consultant 4% of such tranche of Transaction payment as part of such
compensation within five (5) business days following receipt of payment by the Company or the
Shareholders as applicable from the Purchasers.

(c) It is agreed that the Consultant shall bear the out-of-pocket expenses incurred by the
Consultant in the provision of services pursuant to this Agreement.

3. Indemnification. The Company and the Shareholders shall indemnify and hold harmless the
Consultant and any of its representatives from and against any and all losses, claims, damages
or liabilities (collectively, “Losses”) (A) arising out of or in connection with the engagement or
the performance by the Consultant of its services hereunder, except for Any Losses that have
resulted primarily from (i) the willful misconduct or gross negligence of the Consultant (ii) a
transaction from which the Consultant received an improper personal benefit and (iii) the
intentional misconduct or a knowing violation of applicable law by the Consultant

4. Waiver, Amendment or Modification . No waiver, amendment or other modification of this


Agreement shall be effective unless in writing and signed by each of the parties hereto.
5. Term and Termination. The term of this Agreement shall be six months and shall be extended
for additional six months automatically if none of the parties notify the others in writing about
the termination of this Agreement. For avoidance of doubts, the Consultant shall be entitled to the
compensation described herein upon the consummation of any Transaction and such entitlement
shall survive the termination of this Agreement in the event that the Company and the
Shareholders as applicable has started to enter into Transactions with particular Purchaser prior
to the termination of this Agreement. In the event of termination or expiration of this
Agreement, Sections 3, 8 and 9 shall remain in effect.

6. Independent Contractor. In connection with this engagement, the Consultant is acting as an


independent contractor and not an employee or agent of the Company.

7. Entire Agreement. This Agreement contains the entire understanding, arrangements and
agreements between the parties with respect to the matters set forth herein and supersede all
prior agreements between the parties with respect thereto.

8. Confidentiality. This Agreement shall be kept strictly confidential for both parties and shall not
be disclosed to any third party by one party without the consent of the other party.

9. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in
accordance with the laws of Hong Kong applicable to contracts made and to be performed
therein. All disputes arising out of this Agreement shall be submitted for final binding
arbitration at the Hong Kong International Arbitration Center.

To indicate your understanding and acceptance of the terms and conditions contained in this Agreement,
please execute this Agreement in the space provided below and the following page if necessary and
return it to the undersigned.
Very truly yours,

AAAA/ Group Limited

By: _____________________
Name:
Title:
AGREED AND ACCEPTED:

Shareholders of the Company


[ ]

By: _______________________
Name:
Title:

[ ]

By: _______________________
Name:
Title:

AGREED AND ACCEPTED:

[ ]

2
By: _______________________
Name:
Title:

The Company

By: _______________________
Name:
Title:

Date: November [ ], 2012

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