Common use of DIRECTORS AND MANAGEMENT Clause in Contracts

DIRECTORS AND MANAGEMENT. 10.1 From the Completion Date until such date as the Shareholders will determine, the Board shall consist of 5 (five) Directors. Subject to the foregoing and the rights of IDC, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Directors shall be determined from time to time by the Shareholders. 10.2 From the Completion Date until such time as IDC ceases to be a Shareholder, the IDC shall have the right to appoint 1 (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment or removal of a Director appointed by a Shareholder shall be effected by notice in writing to the Company signed by or on behalf of the Shareholder in question and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removal. Each Shareholder shall consult with the other Shareholders prior to any appointment or removal of a Director. 10.4 The quorum for the transaction of business at any meeting of the Board (other than an adjourned meeting) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meeting. 10.5 At least 7 (seven) days' written notice shall be given to each of the members of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate and to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all Directors consent thereto in writing.

DIRECTORS AND MANAGEMENT. 10.1 From 5.1 The Board has responsibility for the Completion Date until such date as supervision and management of the Shareholders JVC and its Business, subject to clause 4. 5.2 There shall be a minimum number of Five directors on the Board made up of Three SJV Holding Directors appointed by SJV Holding and Two OJV Holding Directors appointed by OJV Holding, at its election. The size of the Board may be increased from time-to-time, provided that SJV Holding will determine, be entitled to nominate one additional director for each new SJV Holding Director appointed so that at all times SJV Holding Directors will constitute a majority of the Board. 5.3 The post of chairman of the Board shall consist be held by an SJV Holding Director. The chairman shall have a casting vote. If the chairman for the time being is unable to attend any meeting of 5 (five) Directors. Subject to the foregoing and the rights of IDCBoard, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Directors SJV Holding shall be determined from time entitled to time by appoint another SJV Holding Director to act as chairman at the Shareholdersmeeting. 10.2 From 5.4 If OJV Holding elects not to appoint any OJV Holding Directors, for so long as OJV Holding holds 10% of the Completion Date until such time as IDC ceases to be a ShareholderShares in issue, the IDC it shall have the right to appoint 1 (one) IDC Director, KBH shall have the right a representative to appoint 2 (two) KBH Directors attend as an observer at each and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, any meeting of the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by at each and any meeting of any committee of the remaining Shareholders in terms of this clause 10.2Board. 10.3 Any appointment or removal of 5.5 A party may appoint a Director appointed director, and remove a director whom it appointed, by a Shareholder shall be effected by giving notice in writing to the Company signed JVC and the other party, and to the director being removed, in the case of removal of a director. The appointment or removal takes effect on the date on which the notice is received by or on behalf of the Shareholder in question and shall take effectJVC or, subject to any contrary intention expressed if a later date is given in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company, provided on that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removaldate. Each Shareholder shall party will consult with the other Shareholders prior to any appointment or removal of a Directordirector. 10.4 5.6 The party removing a director shall indemnify and keep indemnified the JVC against any claim connected with the director's removal from office. 5.7 The parties intend there to be a meeting of the Board at least Four times each year to be held at the principal offices of JVC or at such other location as may be designated by the chairman. 5.8 The chairman may, and at the request of two or more directors, the secretary shall, call a meeting of the Board. 5.9 The parties shall ensure that at least seven Business Days' notice of a meeting of the Board is given to all directors entitled to receive notice and any board observer appointed in accordance with clause 5.4 above accompanied by: (a) an agenda specifying in reasonable detail the matters to be raised at the meeting or the committee meeting; and (b) copies of any papers to be discussed at the meeting or the committee meeting. 5.10 A shorter period of notice of a meeting of the Board may be given if at least one SJV Holding Director and one OJV Holding Director agree in writing. 5.11 Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. 5.12 The quorum for the transaction of business at any meeting of the Board (other than an including adjourned meetingmeetings) is a majority of the directors, including at least one Eligible SJV Holding Director (or his alternate) and one Eligible OJV Holding Director (or his alternate). 5.13 No business shall be conducted at least any meeting of directors unless a quorum is present at the IDC Director (for so long as beginning of the IDC is a Shareholder), 1 (one) KBH Director meeting and at least 1 (one) CCGR Director present at the time when the relevant business there is transacted. to be voting on any business. 5.14 If such a quorum is not present within 30 (thirty) minutes from of the time appointed specified for a directors' meeting in the notice of the meeting or if during the meeting such a quorum ceases to be present, the meeting then it shall be adjourned for 7 (seven) Two Business Days at the same time and at that place. The notice of adjourned meeting any Director shall be regarded as present for (unless the purposes of parties agree in writing otherwise) contain a quorum if represented by an alternate director statement that failure to attend the adjourned meeting may result in accordance with clause 10.6. Directors may participate in a meeting the exercise of the Board by means of conference telephone or similar equipment by means of which all persons participating deadlock procedure set out in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meetingclause 13. 10.5 At least 7 (seven) days' written notice 5.15 The parties shall be given use their respective reasonable endeavours to each of the members of the Board of any meeting of the Board, provided always ensure that a shorter period of notice may be given with the written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any meeting of the Board by (or meeting of a committee of the Board) and every general meeting of the JVC has the requisite quorum. 5.16 A meeting of directors shall be adjourned to another time or date at the request of all the SJV Holding Directors appointed by it (whether or all the OJV Holding Directors present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate and to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, . No business may be taken without conducted at a meeting if all Directors consent thereto after such a request has been made. No more than one such adjournment may be made in writingrespect of a meeting.

DIRECTORS AND MANAGEMENT. 10.1 From 5.1 The Board has responsibility for the Completion Date until such date as supervision and management of MERANTUN DEVELOPMENT LTD and its Business, subject to clause 4. 5.2 Without prejudice to the Shareholders will determinegenerality of the foregoing, the Board shall consist Directors will determine the general policies of 5 (five) Directors. Subject MERANTUN DEVELOPMENT LTD and the manner in which the Business is to be carried out, subject to the foregoing Business Plan, to the Reserved Matters (requiring Council consent pursuant to clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of IDCcontrol available to them in relation to MERANTUN DEVELOPMENT LTD so as to procure (in so far as they are able in the exercise of such rights and power) that, KBH and CCGR under at all times during the term of this Agreement, the number of Non-Executive Directors Company shall: (a) carry on and Executive Directors shall be determined from time to time by conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the ShareholdersBusiness Plan and with good business practices; and (b) transact all its business on arm's length terms. 10.2 From the Completion Date until such time as IDC ceases 5.3 Subject to be a Shareholderclause 5.5, the IDC shall have the right to Council may appoint 1 (one) IDC a Director and remove a Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment or removal of a Director appointed by a Shareholder shall be effected by giving notice in writing to the Company signed by or on behalf of the Shareholder in question MERANTUN DEVELOPMENT LTD, and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Companybeing removed, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removal. Each Shareholder shall consult with the other Shareholders prior to any appointment or removal of a Director. Such appointment or removal shall take effect on the date on which the notice is given. Any Director appointed pursuant to this clause 5.3 shall be a Council Director. 10.4 The quorum for 5.4 In the transaction event that the number of business at any meeting of the Board directors is reduced to one (other than an adjourned meeting1) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum director is not present within 30 (thirty) minutes from the time appointed for Executive Director the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meeting. 10.5 At least 7 (seven) days' written notice shall be given to each of the members of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it Council shall be entitled at that meeting to such additional vote or votes as appoint an Executive Director to be the managing director 5.5 The parties shall result in agree on the Directors so present representing it having, subject to clause 10.4, in aggregate such number appointment the Independent Director. 5.6 The Council shall indemnify and keep indemnified MERANTUN DEVELOPMENT LTD against any claim connected with the removal by the Council of votes as will any Director from office. 5.7 The post of Chairman shall be equal to the number of votes such Directors would have had, had such absent Directors been presentheld by a Council Director. The IDC Director, if absent from any meeting, may nominate any person (including another Director) Chairman shall have a casting vote. If the Chairman for the time being is unable to act as his alternate and attend or to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken on any matter at any meeting of the Board, the Chairman shall be entitled to appoint another Council Director to act as Chairman at the meeting or any committee thereofin relation to that matter and such person shall have the casting vote. 5.8 Unless agreed otherwise, may the parties intend there to be taken without a meeting if all of Directors consent thereto at least four (4) times each year, with a period of not more than twelve (12) weeks between any two meetings. 5.9 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) has the requisite quorum. 5.10 MERANTUN DEVELOPMENT LTD shall be entitled to reimburse any Independent Director his or her reasonable expenses arising in writingconnection with his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. 10.1 From Composition of the Completion Date until such date as the Shareholders will determine, the Board: appointment and removal of Directors 5.1 The Board shall consist of up to three Directors appointed in accordance with this Clause 5 (five) Directors. Subject to the foregoing and the rights of IDC, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Articles. 5.2 The initial Directors shall be determined from time to time by the Shareholders. 10.2 From the Completion Date until such time as IDC ceases to be a Shareholder, the IDC shall have the right to appoint 1 be: ZHONG Ning (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment or removal of a Director Majority Shareholder) ▇▇▇ ▇▇▇ (appointed by a Majority Shareholder) 5.3 Majority Shareholder shall be effected entitled to appoint to the Board two Directors (and to remove and replace such Directors). Minority Shareholder shall be entitled to appoint to the Board one Director (and to remove and replace such Director). 5.4 A Shareholder may appoint a Director, or remove a Director nominated by it, by notice in writing to the Company signed by Company. The appointment or on behalf of the Shareholder in question and shall take effectremoval shall, subject to any contrary intention expressed in the notice, when unless the notice effecting indicates otherwise or unless otherwise required by Law, take effect from the same date the notice is delivered to received by the Company. Any Upon receipt of any such notice from a Shareholder: (a) the Company shall notify the other Shareholder of such appointment or removal; and (b) if the relevant Director refuses to resign within 30 days of a notice of removal in accordance with Clause 5.3, the Shareholders shall, so far as they are legally able, exercise their rights in relation to the Company to procure the removal of the relevant Director as soon as reasonably practicable after receipt of such notice from the Company. 5.5 If a Director dies, resigns, retires or is incapacitated or is removed as a Director, the Shareholder which nominated that Director for appointment may nominate another Director for appointment in accordance with Clause 5.3. 5.6 If a Director is or becomes prohibited from acting as a Director by Law, this Agreement or the Articles, the Shareholder which nominated that Director for appointment shall within five Business Days, remove such Director (unless such person has already ceased to be a Director). 5.7 If a Shareholder fails to remove a relevant Director in accordance with Clause 5.6, the Directors not nominated by that Shareholder shall (if necessary) by simple majority vote determine that the relevant Director shall be removed as a Director (such removal shall be without prejudice to any claim which take effect from the date the resolution is passed). 5.8 A Shareholder whose nominated Director is removed, or whose Director resigns from office as a Director so removed may have under any contract between him and the CompanyArticles, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the other Shareholder and the Company in respect of from and against any liability for compensation for loss of office, any claim for unfair or wrongful dismissal or otherwise arising in respect of such removal. Each Shareholder shall consult connection with the other Shareholders prior that Director ceasing to any appointment or removal of hold office as a Director. 10.4 5.9 Each Shareholder shall have the same director appointment rights with respect to the board of directors or similar governing body for each of the Company’s Wholly Owned Undertakings as they have such rights with respect to the Board from time to time. The quorum constitutional documents of each of the Company’s Wholly Owned Undertakings shall, to the extent permissible under the laws of the jurisdiction in which such Undertaking is incorporated or established, have the identical procedural rules related to actions and meetings of the Board provided in the Company’s articles of association. 5.10 Majority Shareholder shall be entitled to appoint (and remove) the Chair from amongst the Director(s) it has nominated for the transaction of business appointment pursuant to Clause 5.3. The Chair shall not have a second or casting vote at any Board Meeting (or any meeting of the Board (other than an adjourned meeting) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meeting. 10.5 At least 7 (seven) days' written notice shall be given to each of the members of the Board of any meeting committee of the Board, provided always that a shorter period of notice ). 5.11 The Chief Executive Officer and Chief Financial Officer shall be appointed (and may be given with the written approval of at least the IDC Director, 1 (oneremoved) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate and to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all Directors consent thereto in writing.

DIRECTORS AND MANAGEMENT. 10.1 From The Board has responsibility for the Completion Date until such date as supervision and management of the Shareholders will determine, JVC and its Business. There shall be a minimum number of [*] directors on the Board shall consist made up of 5 (five) an equal number of Company A Directors and Company B Directors. Subject to the foregoing and the rights The post of IDC, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Directors chair shall be determined from held in alternate years by a Company A Director and a Company B Director. The chair shall not have a casting vote. If the chair for the time being is unable to time by attend any meeting of the Shareholders. 10.2 From Board the Completion Date until such time as IDC ceases to party who appointed the chair shall be a Shareholder, the IDC shall have the right entitled to appoint 1 (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment or removal of a another Director appointed by it to act as chair at the meeting. A party may appoint a Shareholder shall be effected director, and remove a director whom it appointed, by giving notice in writing to the Company signed JVC and the other party. The appointment or removal takes effect on the date on which the notice is received by or on behalf of the Shareholder in question and shall take effectJVC or, subject to any contrary intention expressed if a later date is given in the notice, when on that date. The party removing a director shall indemnify and keep indemnified the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to JVC against any claim which a Director so removed may have under any contract between him and the Company, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removal. Each Shareholder shall consult connected with the other Shareholders prior to any appointment or director's removal of a Director. 10.4 from office. The quorum for the transaction of business at any meeting of the Board (other than an adjourned meeting) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases parties intend there to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons directors at least [*] to be held at [SPECIFY LOCATION OF MEETINGS]. In determining whether Directors are participating in the meeting can hear a Directors' meeting, it is irrelevant where any Director is or how they communicate with each other. A director ▇▇▇, and any such participation in at the request of a director, the secretary shall, call a meeting of directors. The parties shall constitute presence in person ensure that at the meeting. 10.5 At least 7 (seven) daysseven Business Days' written notice shall be of a meeting of directors is given to each of the members of the Board of any meeting of the Board, provided always that a shorter period of all directors entitled to receive notice may be given with the written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, accompanied by an agenda identifying specifying in reasonable detail the matters to be discussed raised at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which A shorter period of notice of a meeting of directors may be given if at least one Company A Director and one Company B Director agree in writing. Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless all the directors present at the meeting agree in writing. The quorum at any meeting of directors (including adjourned meetings) is one Eligible Company A Director (or alternate) and one Eligible Company B Director (or alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be submitted to voting on any business. If a quorum is not present within 15 minutes of the Board time specified for a decision and which is not identified directors' meeting in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all the notice of the members meeting, then it will be adjourned for [*] Business Days at the same time and place. A meeting of directors shall be adjourned to another time or date at the Board. 10.6 Matters request of all the Company A Directors or all the Company B Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting. Meetings of directors shall make decisions by passing resolutions. A resolution is passed if more votes are cast for decision by the Board shall (subject to clause 10.4) be decided by simple majority it than against it and at least one Eligible Company A Director and one Eligible Company B Director have voted in favour of it. At a meeting of directors, each director has one vote. Each Director shall have 1 (one) vote. Any KBH A Company A Director or CCGR a Company B Director who is absent from any a meeting may nominate appoint any person (except an existing director representing the other KBH Director or CCGR Director, as the case may be, class of shares) to act as his an alternate and to vote in his place at the meeting. For the purposes of the meeting the alternate director shall be the Company A Director or the Company B Director by whom the appointment is made and may, in particular, vote in place of the Company A Director or Company B Director and where the person appointed as an alternate is already a director of the JVC in its own right, shall also be a director (and may vote) in its own right. If KBH or CCGR is the parties are not represented at any meeting of the Board by all the an equal number of Eligible Company A Directors appointed by it and Eligible Company B Directors (whether present in person or by alternate alternate), then one of the directors so nominated by it to the Board), then 1 (one) of the party which is represented by fewer Eligible Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Eligible Directors so present representing it each party having, subject to clause 10.4in aggregate, in aggregate such an equal number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate and to vote in his place at the meetingvotes. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all Directors consent thereto in writing.

DIRECTORS AND MANAGEMENT. 10.1 From 5.1 The Board has responsibility for the Completion Date until such date as supervision and management of [MERANTUN DEVELOPMENT LTD] and its Business, subject to clause 4. 5.2 Without prejudice to the Shareholders will determinegenerality of the foregoing, the Board shall consist Directors will determine the general policies of 5 (five) Directors. Subject [MERANTUN DEVELOPMENT LTD] and the manner in which the Business is to be carried out, subject to the foregoing Business Plan, to the Reserved Matters(requiring Council consent pursuant to clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of IDCcontrol available to them in relation to [MERANTUN DEVELOPMENT LTD] so as to procure (in so far as they are able in the exercise 2 Please confirm whether the Council will be allotted the share in MERANTUN DEVELOPMENT LTD at incorporation. If so, KBH clause 3.2(a) and CCGR under (b) and clause 3.1(b) can be deleted. 3 Please confirm whether the Business Plan is to be adopted at completion. of such rights and power) that, at all times during the term of this Agreement, the number of Non-Executive Directors Company shall: (a) carry on and Executive Directors shall be determined from time to time by conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the ShareholdersBusiness Plan and with good business practices; and (b) transact all its business on arm's length terms. 10.2 From the Completion Date until such time as IDC ceases 5.3 Subject to be a Shareholderclause 5.5, the IDC shall have the right to Council may appoint 1 (one) IDC a Director and remove a Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment or removal of a Director appointed by a Shareholder shall be effected by giving notice in writing to the Company signed by or on behalf of the Shareholder in question [MERANTUN DEVELOPMENT LTD], and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Companybeing removed, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removal. Each Shareholder shall consult with the other Shareholders prior to any appointment or removal of a Director. Such appointment or removal shall take effect on the date on which the notice is given. Any Director appointed pursuant to this clause 5.3 shall be a Council Director. 10.4 The quorum for 5.4 In the transaction event that the number of business at any meeting of the Board directors is reduced to one (other than an adjourned meeting1) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum director is not present within 30 (thirty) minutes from the time appointed for Executive Director the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meeting. 10.5 At least 7 (seven) days' written notice shall be given to each of the members of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it Council shall be entitled at that meeting to such additional vote or votes as appoint an Executive Director to be the managing director 5.5 The parties shall result in agree on the Directors so present representing it having, subject to clause 10.4, in aggregate such number appointment the Independent Director. 5.6 The Council shall indemnify and keep indemnified [MERANTUN DEVELOPMENT LTD] against any claim connected with the removal by the Council of votes as will any Director from office. 5.7 The post of Chairman shall be equal to the number of votes such Directors would have had, had such absent Directors been presentheld by a Council Director. The IDC Director, if absent from any meeting, may nominate any person (including another Director) Chairman shall have a casting vote. If the Chairman for the time being is unable to act as his alternate and attend or to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken on any matter at any meeting of the Board, the Chairmanshall be entitled to appoint another Council Director to act as Chairman at the meeting or any committee thereofin relation to that matter and such person shall have the casting vote. 5.8 Unless agreed otherwise, may the parties intend there to be taken without a meeting if all of Directors consent thereto at least four (4) times each year, with a period of not more than twelve (12) weeks between any two meetings. 5.9 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) has the requisite quorum. 5.10 [MERANTUN DEVELOPMENT LTD] shall be entitled to reimburse any Independent Director his or her reasonable expenses arising in writingconnection with his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. 10.1 From the Completion Date until such date as 5.1 Subject to any resolution duly passed by the Shareholders will determine, the Board shall consist of 5 (five) Directors. Subject to the foregoing and the rights of IDC, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Directors shall be determined from time to time time, the board of directors of JVC shall be comprised of five directors, with three directors nominated by the ShareholdersCybermart (Cybermart Directors) and two directors nominated by RSH (RSH Directors). 10.2 From 5.2 The board of directors of JVC has responsibility for the Completion Date until supervision and management of JVC and its business but shall (subject to clause 5.19) be required to obtain a Board Supermajority before taking any decision in relation to any of the Board Reserved Matters. 5.3 The post of chairman of the board of directors of JVC shall be held by a RSH Director and each of Cybermart and RSH agrees to cause each director appointed by such time as IDC ceases party to vote in favor of the RSH Director proposed by RSH to be chairman of the board of directors. The chairman shall not have a Shareholder, casting vote at any meeting of the IDC shall have the right to appoint 1 (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directorsboard of directors of JVC. If IDC ceases the chairman is unable to be a Shareholderattend any meeting of the board of directors, as soon as reasonably possible after the event, the Board RSH shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors promptly appoint another director appointed by the remaining Shareholders in terms of this clause 10.2it to act as chairman at such meeting. 10.3 5.4 Subject to clause 5.1, each of Cybermart and RSH may nominate a director to fill a vacancy it is entitled to fill, and remove a director whom it nominated, by giving notice to JVC and the other party. Any such appointment or removal of a Director appointed by a Shareholder shall be effected by notice in writing to the Company signed by or on behalf of the Shareholder in question and shall take effecteffect on the date on which the notice is received by JVC or, subject to any contrary intention expressed if a later date is given in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company, provided on that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removaldate. Each Shareholder shall of Cybermart and RSH will consult with the other Shareholders prior to any appointment or removal of a Director. 10.4 The quorum director; provided, however, that no party shall have any consent or other right with respect to the appointment or removal of such other party’s director nominees so long as (in relation to any appointment) such nominees are eligible to be a director under applicable laws and regulations, and (in relation to any removal) except for the transaction indemnity provided in clause 5.5. Each of business Cybermart and RSH shall vote its Shares at any meeting called for the purpose of filling positions on the board of directors or in any written consent executed for such purpose, and take all other necessary actions to cause the election to or removal from the board of directors of the Cybermart Directors and the RSH Directors. 5.5 The party removing a director or officer appointed by it shall indemnify and keep indemnified JVC against any reasonable claim connected with such director's or officer’s removal from office. For the avoidance of doubt, this clause 5.5 shall not apply to any removal of an officer approved by a Board (other than an adjourned meeting) shall Supermajority. 5.6 The parties intend there to be a meeting of the board of directors of JVC at least once every quarter to be held in Hong Kong or such other place(s) as the IDC Director (for parties may agree; provided, however, that any director may participate in any such meeting in person or by telephone conference so long as the IDC is a Shareholder)directors can listen to and talk to each other. 5.7 Any director may, 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes request of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in the secretary shall, call a meeting of the Board by means board of conference telephone or similar equipment by means directors of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meetingJVC. 10.5 At 5.8 The parties shall ensure that subject to clause 5.9, at least 7 (seven) seven days' written notice shall be given to each of the members of the Board of any a meeting of the Board, provided always that a shorter period board of directors of JVC is given to all directors entitled to receive notice may be given with the written approval of at least the IDC Director, 1 accompanied by: (onea) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying specifying in reasonable detail the matters to be discussed raised at the meeting and shall be accompanied by meeting; and (b) copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any 5.9 A shorter period of notice of a meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so board of directors of JVC may be given if at least one director nominated by it to the Board), then 1 (one) each of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate Cybermart and to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all Directors consent thereto RSH agrees in writing.

DIRECTORS AND MANAGEMENT. 10.1 From the Completion Date until such date as 4.1 Unless the Shareholders will determineotherwise agree, the Board shall consist of 5 (five) there should be no more than eight Directors. Subject . 4.2 Breckland is entitled to the foregoing and the rights of IDC, KBH and CCGR under this Agreement, the number of Non-Executive appoint up to two A Directors and Executive Directors shall be determined from time Forest Heath is entitled to time by the Shareholdersappoint up to two B Directors. 10.2 From 4.3 The Company will have four further Directors, being the Completion Date until such time as IDC ceases persons referred to be a Shareholderin schedule 1, who together comprise the IDC shall have original management team of the right Anglia Revenues Partnership. These Directors are the “Executive Directors”. Written consent of each Shareholder (signed by or on behalf of the person or persons entitled to appoint 1 (onemake the same) IDC Directoris required in respect of the appointment, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment replacement or removal of a any Executive Director. 4.4 ▇▇▇▇▇▇▇▇▇ may remove any A Director appointed by it and appoint a Shareholder shall be effected new A Director in his place by notice in writing to the Company signed and to Forest Heath. 4.5 Forest Heath may remove any B Director appointed by or on behalf it and appoint a new B Director in his place by notice in writing to the Company and to Breckland. 4.6 Each of the Shareholders will use their best efforts to ensure that any meeting of the Board or of a committee of the Board and every general meeting of the Company has the necessary quorum throughout. 4.7 Any A Director or B Director is entitled to pass to the Shareholder appointing him details of any information in question relation to the Company that come into his possession as a Director, but a Shareholder must not (unless it is under a legal or regulatory obligation to do so) use such information to the detriment of the Company. 4.8 The first Chairman of the Board will be an A Director who will remain as Chairman until the Company’s first annual general meeting. The Chairman for the next 12 months will be a B Director, after which the Chairman for the next 12 months will be an A Director. The position of Chairman will then rotate between an A Director and a B Director every 12 months. The Chairman shall take effectbe entitled to a second or casting vote upon any deadlocked matter before the Board. 4.9 At the time of the completion of any sale, subject to any contrary intention expressed assignment, transfer or other disposition of all of the Shares held by a Shareholder, such Shareholder shall procure the resignation of each Director appointed by it. 4.10 The Shareholders shall procure that a meeting of the Board shall be properly convened and held at least every calendar quarter at the Company’s principal place of business in the notice, when United Kingdom or such other place as the notice effecting the same is delivered Board may from time to the Companytime determine. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company, provided that (in the case of a claim made by a Director in respect Notice of such removal) the Shareholder so removing regular quarterly board meeting shall state that such Director shall indemnify the Company in respect of any liability arising in respect of such removalmeeting is a “Quarterly Board Meeting”. Each Shareholder shall consult with the other Shareholders prior to any appointment or removal of a Director. 10.4 The quorum for the transaction of business at any meeting of the such Quarterly Board (other than an adjourned meeting) Meetings shall be at least the IDC Director (for so long as the IDC is not less than three Directors of which one must be an A Director, one must be a Shareholder), 1 (one) KBH B Director and at least 1 (one) CCGR Director present at the time when the relevant business is transactedone must be an Executive Director. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases to be presentAt all other Board meetings, the meeting quorum shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meetingtwo Directors. 10.5 At least 7 4.11 Not less than five days’ notice (sevenor such other period of notice as may be agreed from time to time by the Board) days' written notice shall be given to of each of the members of the Board of any meeting of the Board, provided always that a shorter period of notice may other than Quarterly Board Meetings, shall be given with to all the Directors. Not less than 14 days’ notice of each Quarterly Board Meeting shall be given to all the Directors. 4.12 Every notice of a Board meeting shall be accompanied by a written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail specifying the matters to be discussed raised at the meeting and shall be accompanied by together with copies of any relevant all papers to be discussed at laid before the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 4.13 Subject to clause 6 (Matters for decision by Requiring Full Board Consent), resolutions of the Board shall (subject to clause 10.4) be decided by a simple majority vote. Each Director of votes cast for or against the resolution. 4.14 No business shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented be transacted at any meeting of the Board by all the Directors appointed by it Shareholders (whether and adjournments thereof) unless both Breckland and Forest Heath or their duly authorised representatives are present in person or by alternate so nominated by it proxy. 4.15 The Executive Directors shall be responsible for the day to the Board), then 1 (one) day running of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in Company and for recruiting all necessary managers and employees for the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate and to vote in his place at the meetingCompany. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all Directors consent thereto in writing.

DIRECTORS AND MANAGEMENT. 10.1 From 5.1 The Board has responsibility for the Completion Date until such date as supervision and management of [LAPC] and its Business, subject to clause 4. 5.2 Without prejudice to the Shareholders will determinegenerality of the foregoing, the Board shall consist Directors will determine the general policies of 5 (five) Directors. Subject the Company and the manner in which the Business is to be carried out, subject to the foregoing Business Plan, to the Reserved Matters (requiring Council consent pursuant to clause 4) and to any other express provisions of this Agreement. In particular, but without limitation to the generality of the foregoing, the Directors shall exercise all voting rights and other powers of IDCcontrol available to them in relation to [LAPC] so as to procure (in so far as they are able in the exercise of such rights and power) that, KBH and CCGR under at all times during the term of this Agreement, the number of Non-Executive Directors Company shall: (a) carry on and Executive Directors shall be determined from time to time by conduct its business and affairs in a proper and efficient manner, for its own benefit and in accordance with the ShareholdersBusiness Plan and with good business practices; and (b) transact all its business on arm's length terms. 10.2 From the Completion Date until such time as IDC ceases 5.3 Subject to be a Shareholderclause 5.5, the IDC shall have the right to Council may appoint 1 (one) IDC a Director and remove a Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC ceases to be a Shareholder, as soon as reasonably possible after the event, the Board shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors appointed by the remaining Shareholders in terms of this clause 10.2. 10.3 Any appointment or removal of a Director appointed by a Shareholder shall be effected by giving notice in writing to the Company signed by or on behalf of the Shareholder in question [LAPC], and shall take effect, subject to any contrary intention expressed in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Companybeing removed, provided that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removal. Each Shareholder shall consult with the other Shareholders prior to any appointment or removal of a Director. Such appointment or removal shall take effect on the date on which the notice is given. 10.4 The quorum for 5.4 In the transaction event that the number of business at any meeting of the Board directors is reduced to one (other than an adjourned meeting1) shall be at least the IDC Director (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum director is not present within 30 (thirty) minutes from the time appointed for Executive Director the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in a meeting of the Board by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meeting. 10.5 At least 7 (seven) days' written notice shall be given to each of the members of the Board of any meeting of the Board, provided always that a shorter period of notice may be given with the written approval of at least the IDC Director, 1 (one) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying in reasonable detail the matters to be discussed at the meeting and shall be accompanied by copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so nominated by it to the Board), then 1 (one) of the Directors so present appointed by it Council shall be entitled at that meeting to such additional vote or votes as appoint an Executive Director to be the managing director 5.5 The parties shall result in agree on the Directors so present representing it havingappointment the Independent Director. 5.6 The Council shall indemnify and keep indemnified [LAPC] against any claim connected with the removal by the Council of any Director from office. 5.7 Unless the Council shall determine otherwise, subject to clause 10.4, in aggregate such there shall be a minimum number of votes as will three (3) Directors on the Board made up of two (2) Council Directors and an Executive Director. 5.8 The post of Chairman shall be equal to the number of votes such Directors would have had, had such absent Directors been presentheld by a Council Director. The IDC Director, if absent from any meeting, may nominate any person (including another Director) Chairman shall have a casting vote. If the Chairman for the time being is unable to act as his alternate and attend or to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken on any matter at any meeting of the Board, the Chairman shall be entitled to appoint another Council Director to act as Chairman at the meeting or any committee thereofin relation to that matter and such person shall have the casting vote. 5.9 Unless agreed otherwise, may the parties intend there to be taken without a meeting if all of Directors consent thereto at least four (4) times each year, with a period of not more than twelve (12) weeks between any two meetings. 5.10 The parties shall use their respective reasonable endeavours to ensure that any meeting of the Board (or meeting of a committee of the Board) has the requisite quorum. 5.11 [LAPC] shall be entitled to reimburse any Independent Director his or her reasonable expenses arising in writingconnection with his/her role as Independent Director.

DIRECTORS AND MANAGEMENT. 10.1 From the Completion Date until such date as 5.1 Subject to any resolution duly passed by the Shareholders will determine, the Board shall consist of 5 (five) Directors. Subject to the foregoing and the rights of IDC, KBH and CCGR under this Agreement, the number of Non-Executive Directors and Executive Directors shall be determined from time to time time, the board of directors of JVC shall be comprised of five directors, with three directors nominated by the ShareholdersFirst Honest (First Honest Directors) and two directors nominated by RSH (RSH Directors). 10.2 From 5.2 The board of directors of JVC has responsibility for the Completion Date until supervision and management of JVC and its business but shall (subject to clause 5.19) be required to obtain a Board Supermajority before taking any decision in relation to any of the Board Reserved Matters. 5.3 The post of chairman of the board of directors of JVC shall be held by a RSH Director and each of First Honest and RSH agrees to cause each director appointed by such time as IDC ceases party to vote in favor of the RSH Director proposed by RSH to be chairman of the board of directors. The chairman shall not have a Shareholder, casting vote at any meeting of the IDC shall have the right to appoint 1 (one) IDC Director, KBH shall have the right to appoint 2 (two) KBH Directors and CCGR shall have the right to appoint 2 (two) CCGR Directorsboard of directors of JVC. If IDC ceases the chairman is unable to be a Shareholderattend any meeting of the board of directors, as soon as reasonably possible after the event, the Board RSH shall be reconstituted so that it comprises 3 (three) KBH Directors and 2 (two) CCGR Directors promptly appoint another director appointed by the remaining Shareholders in terms of this clause 10.2it to act as chairman at such meeting. 10.3 5.4 Subject to clause 5.1, each of First Honest and RSH may nominate a director to fill a vacancy it is entitled to fill, and remove a director whom it nominated, by giving notice to JVC and the other party. Any such appointment or removal of a Director appointed by a Shareholder shall be effected by notice in writing to the Company signed by or on behalf of the Shareholder in question and shall take effecteffect on the date on which the notice is received by JVC or, subject to any contrary intention expressed if a later date is given in the notice, when the notice effecting the same is delivered to the Company. Any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company, provided on that (in the case of a claim made by a Director in respect of such removal) the Shareholder so removing such Director shall indemnify the Company in respect of any liability arising in respect of such removaldate. Each Shareholder shall of First Honest and RSH will consult with the other Shareholders prior to any appointment or removal of a Director. 10.4 The quorum director; provided, however, that no party shall have any consent or other right with respect to the appointment or removal of such other party’s director nominees so long as (in relation to any appointment) such nominees are eligible to be a director under applicable laws and regulations, and (in relation to any removal) except for the transaction indemnity provided in clause 5.5. Each of business First Honest and RSH shall vote its Shares at any meeting called for the purpose of filling positions on the board of directors or in any written consent executed for such purpose, and take all other necessary actions to cause the election to or removal from the board of directors of the First Honest Directors and the RSH Directors. 5.5 The party removing a director or officer appointed by it shall indemnify and keep indemnified JVC against any reasonable claim connected with such director's or officer’s removal from office. For the avoidance of doubt, this clause 5.5 shall not apply to any removal of an officer approved by a Board (other than an adjourned meeting) shall Supermajority. 5.6 The parties intend there to be a meeting of the board of directors of JVC at least once every quarter to be held in Hong Kong or such other place(s) as the IDC Director (for parties may agree; provided, however, that any director may participate in any such meeting in person or by telephone conference so long as the IDC is a Shareholder)directors can listen to and talk to each other. 5.7 Any director may, 1 (one) KBH Director and at least 1 (one) CCGR Director present at the time when the relevant business is transacted. If such a quorum is not present within 30 (thirty) minutes from the time appointed for the meeting or if during the meeting such a quorum ceases to be present, the meeting shall be adjourned for 7 (seven) Business Days and at that adjourned meeting any Director shall be regarded as present for the purposes request of a quorum if represented by an alternate director in accordance with clause 10.6. Directors may participate in the secretary shall, call a meeting of the Board by means board of conference telephone or similar equipment by means directors of which all persons participating in the meeting can hear each other, and any such participation in a meeting shall constitute presence in person at the meetingJVC. 10.5 At 5.8 The parties shall ensure that subject to clause 5.9, at least 7 (seven) seven days' written notice shall be given to each of the members of the Board of any a meeting of the Board, provided always that a shorter period board of directors of JVC is given to all directors entitled to receive notice may be given with the written approval of at least the IDC Director, 1 accompanied by: (onea) KBH Director (or his alternate) and at least 1 (one) CCGR Director (or his alternate). Any such notice shall contain, inter alia, an agenda identifying specifying in reasonable detail the matters to be discussed raised at the meeting and shall be accompanied by meeting; and (b) copies of any relevant papers to be discussed at the meeting. Any matter which is to be submitted to the Board for a decision and which is not identified in reasonable detail as aforesaid shall not be decided upon, unless otherwise agreed in writing by all of the members of the Board. 10.6 Matters for decision by the Board shall (subject to clause 10.4) be decided by simple majority vote. Each Director shall have 1 (one) vote. Any KBH Director or CCGR Director who is absent from any meeting may nominate any other KBH Director or CCGR Director, as the case may be, to act as his alternate and to vote in his place at the meeting. If KBH or CCGR is not represented at any 5.9 A shorter period of notice of a meeting of the Board by all the Directors appointed by it (whether present in person or by alternate so board of directors of JVC may be given if at least one director nominated by it to the Board), then 1 (one) each of the Directors so present appointed by it shall be entitled at that meeting to such additional vote or votes as shall result in the Directors so present representing it having, subject to clause 10.4, in aggregate such number of votes as will be equal to the number of votes such Directors would have had, had such absent Directors been present. The IDC Director, if absent from any meeting, may nominate any person (including another Director) to act as his alternate First Honest and to vote in his place at the meeting. 10.7 Any decision required or permitted to be taken at any meeting of the Board, or any committee thereof, may be taken without a meeting if all Directors consent thereto RSH agrees in writing.