【正文】 than such additional New Securities it indicates its agreement to take up under this Section . Thereafter the Company shall have the right to sell all remaining New Securities pursuant to Section of this Agreement. Issuance Notice. In the event the Company proposes to issue New Securities, it shall give each Investor a written notice (the “ Issuance Notice”) of its intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue the same, and an offer for subscription the number of shares which that Investor is entitled to purchase pursuant to Section of this Agreement, and a statement that each Investor shall have 20 days from the date of receipt of the Issuance Notice to accept the offer for subscription under the Issuance Notice (the “ Issuance Notice Period”). Within the Issuance Notice Period, each Investor may elect to purchase its Pro Rata Share of the New Securities and to exercise its Oversubscription Right for the price and upon the terms specified in the Issuance Notice by: (a) giving written notice to the Company within the Issuance Notice Period, (b) forwarding payment for its Pro Rata Share of New Securities to the Company if immediate payment is required by the terms of the Issuance Notice, and (c) if the Oversubscription Right is exercised, the amount of additional New Securities it agrees to purchase above its Pro Rata Share. Sale of New Securities. In the event an Investor fails to exercise its right of p。 Management. 8 Board Composition. The number of persons prising the Board shall be no more than five (5). Each Covenantor agrees that, at each meeting of the shareholders of the Company called for the purpose of electing the Board, it shall vote all of its shares of the Company entitled to vote, and exercise any other rights or powers it has over the Company as follows: (a) Investor Representatives. SIG shall be entitled to nominate, and to remove from office and replace one (1) Director (the “ SIG Representative”), and Sequoia shall be entitled to nominate, and to remove from office and replace one (1) Director (the “ Sequoia Representative”, and collectively the “ Investor Representatives”). The Investor Representatives shall have the right to appoint alternates or proxies to attend any meeting of the Board. (b) Ordinary Shareholders’ Representatives . The majority of the Ordinary Shareholders shall collectively be entitled to nominate, and to remove from office and replace three (3) Directors. Expenses. The Board shall meet at least quarterly, unless otherwise agreed by a vote of the majority of Directors. The Company shall reimburse each Investor Representative for all reasonable expenses incurred by such Investor Representative relating to Board activities, including but not limited to reasonable travel expenses incurred to attend Board meetings, up to US$10,000 per annum with respect to all Directors appointed by each Investor, provided that such expenses are incurred within the territory of PRC. Insurance。 (d) at least 45 days prior to the end of each fiscal year of the Group, the annual consolidated budget of the Group for the next fiscal year。 (g) the words “include”, “includes” and “including” are deemed to be followed by the phrase “without limitation”。 (c) all time and dates in this Agreement shall be Hong Kong time and dates except where otherwise stated。 (b) securities issued as a dividend or distribution on Preferred Shares or any event for which adjustment is made pursuant to Article 16(g) or Article 16(h) of the 3 Memorandum and Articles, (c) securities offered to the public pursuant to a registration statement or registered prospectus in respect of a Qualified IPO, or (d) securities or share capital issued to all Shareholders pro rata without consideration pursuant to a stock dividend, stock split, or similar transaction. “ Ordinary Share Equivalents” means the number of issued and outstanding Ordinary Shares, and Ordinary Shares into which issued and outstanding Preferred Shares and other securities are convertible. “ Ordinary Shareholders” means the holders of Ordinary Shares. “ Ordinary Shares” means the ord inary shares of the Company. “ Person” means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated anization, association, corporation, institution, public benefit corporation, entity or governmental authority or other entity of any kind or nature. “ PRC” means the People’s Republic of China, excluding (solely for purposes of this Agreement) the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Islands of Taiwan. “ Preferred Shares” means Series A Shares. “ Prohibited Transfer” has the meaning set forth in Section of this Agreement. “ Pro Rata Ratio” with respect to any Investor, means the ratio of: (a) the total number of Ordinary Share Equivalents held by that Investor to (b) the total number of Ordinary Share Equivalents held by all Investors. “ Pro Rata Share” with respect to any Investor, means the ratio of: (a) the total number of Ordinary Share Equivalents held by that Investor (assuming the conversion of all outstanding Preferred Shares) immediately before the proposed allotment and issue of New Securities to (b) the total number of Ordinary Share Equivalents held by all Shareholders of the Company (assuming the conversion of all outstanding Preferred Shares to Common Shares and the exercise of all options outstanding) immediately before the proposed allotment and issue of New Securities. “ Qualified IPO” means the closing of the Company