DEED OF NON-COMPETITION UNDERTAKING AND RELEASE
THIS DEED is entered into on the 22nd day of September 2006
[Name of the Subject], holder of People's Republic of China identity card number
[ID number of the Subject] (the "SUBJECT")
IN FAVOUR OF
[Name of the PRC entity], a limited liability company incorporated under the laws of the PRC and having its
registered office at [address of the PRC entity]
XINHUA FINANCE MEDIA LIMITED, a company incorporated in the Cayman Islands with registration
number 157511 and having its registered office located at Century Yard, Cricket Square, Hutchins Drive, P.O.
Box 2681GT, George Town, Grand Cayman, British West Indies (the "XFM")
A. All of the outstanding interest in the Company not already beneficially owned by XFM (the "BSG EQUITY")
has or will be beneficially acquired by XFM pursuant to, inter alia, the subscription agreement to be entered into
between XFM and the Subject (the "SUBSCRIPTION AGREEMENT").
B. It is a condition of the closing of the transactions contemplated by the Subscription Agreement and the
acquisition by XFM of the BSG Equity that the Subject execute and deliver this Agreement.
THIS DEED WITNESSES as follows:
1. Definitions. In this Deed the following words shall have the following meanings:
"AFFILIATES" of a Person means any other Person that, directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, such Person or, in the case of a
natural Person, such Person's spouse, parents and descendants (whether by blood or adoption and including
"CLIENT" means an individual or entity to whom any member of the Company has provided any services or
products in respect of the businesses of the Company as at the date of this Deed or at any time during the Non-
"CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the possession, directly or
indirectly, of the power to di