AMENDED AND RESTATED FIRST REFUSAL
AND CO-SALE AGREEMENT

This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the "Agreement") is entered into as of the 19th day of December, 2006 by and among Long top Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the "Company"), and the holders of Ordinary Shares of the Company listed on the Schedule of Ordinary Shareholders attached as Exhibit A hereto (each a "Ordinary Shareholder" and together the "Ordinary Shareholders") and the investors listed on the Schedule of Investors attached as Exhibit B hereto, each of which is herein referred to as an "Investor.

WITNESSETH:

WHEREAS, the Company and certain of the Investors are parties to the Series B Preferred Share Purchase Agreement of even date herewith (the "Series B Agreement"), pursuant to which the Investors are purchasing shares of the Company's Series B Preferred Shares (the "Series B Preferred Shares" and, collectively with the Company's Series A Preferred Shares, the "Preferred Shares");

WHEREAS, the Company, the Ordinary Shareholders and certain of the Investors (the "Existing Investors") are parties to that certain First Refusal and Co-Sale Agreement, dated as of June 13, 2006 (the "Prior Agreement");

WHEREAS, the Prior Agreement may be amended, and any provision therein waived, with the consent of the Company, Ordinary Shareholders holding a majority of the Ordinary Shares of the Company then held by the Ordinary Shareholders who are then employed by the Company and the Holders (as such term is defined in the Prior Agreement) holding a majority of the Ordinary Shares issuable or issued upon conversion of the Preferred Shares (as such term is defined in the Prior Agreement).

WHEREAS, the Company, Ordinary Shareholders holding a majority of the Ordinary Shares of the Company then held by the Ordinary Shareholders who are then employed by the Company and the Holders (as such term is defined in the Prior Agreement) holding a majority of the Ordinary Shares issuable or issued upon conversion of the Preferred Shares (as such term is defined in the Prior Agreement) desire to amend and restate the Prior Agreement; and

WHEREAS, the Company, the Ordinary Shareholders and the Existing Investors wish to provide further inducement to the Investors to purchase the Series B Preferred Shares by amending and restating the Prior Agreement to include the Investors and to amend and restate the rights and obligations set forth therein, in each case as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

(a) Delivery. For purposes of this Agreement, the term" Delivery" shall have the meaning set forth in Section 6 below.

(b) Equity Securities. For purposes of this Agreement, the term" Equity Securities" shall mean any securities now or hereafter owned or held by an Ordinary Shareholder (or a transferee in accordance with Section 2.4 herein) having voting rights in the election of the Board of Directors of the Company, or any securities evidencing an ownership interest in the Company, or any securities convertible into or exercisable for any shares of the foregoing.

(c) Holders. For purposes of this Agreement, the term" Holders" shall mean the Investors or persons who have acquired shares from any of such persons or their transferees or assignees in accordance with the provisions of this Agreement, provided, as to any Holder, such Holder holds, together with its affiliates, Ordinary Shares (including Ordinary Shares issuable upon conversion of Preferred Shares) representing 1% or more of the Company's outstanding Ordinary Shares, including for this purpose any Ordinary Shares issuable pursuant to then exercisable or convertible securities.

(d) Initial Public Offering. For purposes of this Agreement, the term "Initial Public Offering" shall mean the Company's first firm commitment underwritten public offering of its Ordinary Shares (including American Depositary Receipts representing such shares) registered under the United States Securities Act of 1933, as amended, where the shares are subsequently traded primarily on the Nasdaq Stock Market's National Market, the New York Stock Exchange or another comparable exchange or marketplace approved by the Board of Directors of the Company.

(e) Ordinary Shares. For purposes of this Agreement, the term "Ordinary Shares" shall mean the Company's Ordinary Shares, par value US$0.01 per share.

(f) Parties. For purposes of this Agreement, the term" Parties" shall mean the Company, the Investors and the Ordinary Shareholders.

(g) Qualified Public Offering. For purposes of this Agreement, the term" Qualified Public Offering" shall mean the Company's sale of its Ordinary Shares in a firm commitment underwritten public offering where the shares are subsequently traded on the Stock Exchange of Singapore, the Hong Kong Stock Exchange, the London Stock Exchange, one of the five largest exchanges in the European Union (as calculated by trading volume) or on any other exchange that is approved by Tiger, resulting in gross cash proceeds to the Company (before underwriting discounts, commissions and fees) of at least US$30,000,000.

(h) Tiger. For purposes of this Agreement, the term "Tiger" shall mean Tiger Global Private Investment Partners III, L. P., Tiger Global Private Investment Partners IV, L.P. and their affiliates.

(i) Transfer. For purposes of this Agreement, the term" Transfer" shall include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly, of any of the Equity Securities.

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