【正文】 and (ii) deliver to each Investor Representative a copy of the policy documents in relation to such insurance. (b) The Company shall indemnify and hold harmless each Investor Representative and his alternate, to the fullest extent permissible by law, from and against all liabilities, damages, actions, suits, proceedings, claims, costs, charges and expenses suffered or incurred by or brought or made against such Investor Representative or his alternate as a result of any act, matter or thing done or omitted to be done by him in good faith in the course of acting as a Director or alternate Director, as applicable, of the Company, by delivering to such Investor Representative or his alternate, at the time of appointment as a Director or an alternate Director, a deed of indemnity duly executed by the Company substantially in the form attached hereto as EXHIBIT A. 4. Right of Participation. 9 Right of Participation and Right of Oversubscription With Respect to New Securities. Subject to the provisions of Sections and , the Company grants to each Investor the right of participation (the “ Right of Participation”) to purchase its Pro Rata Share of New Securities which the Company may, from time to time, propose to allot and issue and the right of oversubscription if any other Investor elects not to purchase its Pro Rata Share of such New Securities (the “ Oversubscription Right”). The Company shall offer to the Investors for subscription their Pro Rata Share of the New Securities on the same terms and at the same price at which the Company proposes to allot and issue the New Securities. The New Securities which have not been accepted for subscription by the Investors who fail to exercise their rights of participation or fail to plete the purchase of their Pro Rata Shares shall first be offered to the Investors who have exercised their Oversubscription Rights within the Issuance Notice Period pro rata to the number of additional New Securities which such Investors have agreed to take up above their Pro Rata Shares provided that no Investor shall be obliged to purchase more New Securities above its Pro Rata Share 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。 (f) copies of all documents or other information sent by any Group Company to any shareholder of any Group Company。 (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。 (b) within 30 days after the end of each fiscal quarter of the Group, an unaudited consolidated quarterly ine statement, balance sheet and cash flow statement of the Group, quarterly management review reports detailing certain operational performance indicators of the Group and a prehen