THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE (A) ABSENCE OF (I) A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
THE SECURITIES ACT OR (II) AN OPINION OF COUNSEL TO THE HOLDER THAT SUCH
REGISTRATION IS NOT REQUIRED OR (B) UNLESS SOLD PURSUANT TO RULE 144 OR
RULE 144A OF THE SECURITIES ACT.
SECURED CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, Eastern Well Holdings Limited
a company organized
and existing under the laws of Hong Kong Special Administrative Region ( “Borrower” ), hereby promises to
pay to Carlyle Asia Growth Partners IV, L.P., a company organized and existing under the laws of the Cayman
Islands ( “Holder” ) or its registered assigns or successors in interest or order, the sum of Five Million U.S.
Dollars (US$5,000,000) plus any interest that has been compounded thereon pursuant to Section 2.1
( “Principal Amount” ), plus accrued interest ( “Entire Outstanding Amount” ), on the Maturity Date (as
defined below) in accordance with Section 3.1, unless this Note is earlier offset pursuant to Section 4.1.
This Note is issued in connection with that certain Letter of Intent for Investment and Cooperation
dated July 28, 2008 by and among the Borrower and the Holder (the “Letter of Intent” ),
which Letter of Intent contemplates a proposed issuance by the Borrower of certain convertible notes
( “Convertible Notes” ) to the Holder, subject to the terms and conditions set forth therein (the
“Contemplated Transaction” ).
This Note is secured by a security interest granted to the Holder pursuant to a Share Mortgage (the “Share
Mortgage” ) dated August 13, 2008 between the Holder and Mr. Sun Kwok Ping
(the “Founder” ),
and guaranteed by the Founder pursuant to a Guarantee (the “Guarantee” ) dated August 13, 2