Common use of Control of Subsidiaries Clause in Contracts

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the Series B Director) such that the Company (i) will control the operations of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies and (ii) will be permitted to properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the U.S. GAAP or IFRS. The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, shall be reasonably acceptable to the Board of Directors (including the Series B Director). The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US Foreign Corrupt Practices Act, as amended. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayed) and the Company shall promptly provide the Preferred Holders with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Director).

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to at least a majority of the Board of Directors of the Company (including which majority must include the Series D Director, the Series C Director, the Series B Director and the Series A Director) such that the Company (ia) will shall control the operations of any direct or indirect subsidiary or entity controlled by Subsidiaries of the Company, including, without limitation, the Group Companies and (ii) will shall be permitted to consolidate properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the under U.S. GAAP or IFRSsuch other international accounting principles as may be approved by at least a majority of the Board of Directors of the Company (which majority must include the Series D Director, the Series C Director, the Series B Director and the Series A Director). The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, Subsidiary Board (as defined below) shall be reasonably acceptable to at least a majority of the Board of Directors of the Company (including which majority shall must the Series D Director, the Series C Director, the Series B Director and the Series A Director). The Company shall, and shall cause any subsidiaries or entities it controls to, comply with the US Foreign Corrupt Practices Act, as amended. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the CompanySubsidiaries, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business business of the Company as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the CompanySubsidiary, including, without limitation, the each Group CompaniesCompany, whether now in existence or formed in the future, and each of the other Group Companies hereto agrees, to comply in all material respects with all applicable laws, rules, rules and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by Subsidiary of the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by at least a majority of the Board of Directors of the Company (including which majority must include the approval of Series D Director, the Series C Director, the Series B Director which shall not be unreasonably withheld or delayedand the Series A Director) and the Company shall promptly provide the Preferred Holders Investors with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by Subsidiary of the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to at least a majority of the Board of Directors (including which majority must include the Series D Director, the Series C Director, the Series B Director and the Series A Director). The parties hereto (other than the Investors) shall ensure that each Subsidiary Board shall follow and implement the decisions of the Company to the extent that such decisions are relating to the matters of such Subsidiary.

Control of Subsidiaries. The Company shall at any time institute and shall keep in place such arrangements as are reasonably satisfactory to the Board of Directors (including the Series B Director) Supermajority Preferred Holders such that the Company (i) will at all times control the operations of any direct or indirect subsidiary or entity controlled by the each other Group Company, including, without limitation, the Group Companies and (ii) will at all times be permitted to properly consolidate the financial results for such entity each other Group Company in the consolidated financial statements for the Company prepared under the Accounting Standards. Without limiting the generality of the foregoing, so long as an Investor or the Key Ordinary Shareholder holds any Shares in the Company, such Investor or the Key Ordinary Shareholder shall have the right to require the Founders and other equity holders of the Domestic Company to transfer, or to cause the transfer of, the same percentage of equity interests in the Domestic Company as such Investor or the Key Ordinary Shareholder (as the case may be) then holds in the issued and outstanding share capital of the Company (on an as-converted and fully-diluted basis) to one or more appropriate Persons as designated by such Investor or the Key Ordinary Shareholder (as the case may be), for the lowest consideration permitted by applicable Law of the PRC (such equity transfer, a “Domestic Equity Transfer”). Further, in the event of a Domestic Equity Transfer, each Founder shall, and shall use his best efforts to cause the other shareholders of the Domestic Company to, amend and restate the Control Documents, and each Investor or the Key Ordinary Shareholder requesting the Domestic Equity Transfer shall procure the Person(s) designated by it to join as parties to the Control Documents so amended and restated, to the extent such amendment and restatement is necessary to enable the Company to control and consolidate the financial results of the Domestic Company as permitted under applicable laws of the PRC. In the event an Investor or the Key Ordinary Shareholder (as the case may be) requests a Domestic Equity Transfer pursuant to this Section 12.3, it shall notify in writing each of the other Investor(s) or the Key Ordinary Shareholder (as the case may be) within five (5) Business Days of such request. Notwithstanding anything to the contrary provided in this Agreement, the Parties agree that for the purpose of consummating a Qualified IPO and in accordance with the U.S. GAAP or IFRS. The composition applicable listing rules then in force, the Investors and Key Ordinary Shareholder shall, upon reasonable request of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence reverse or formed cancel (i) any Domestic Equity Transfer, (ii) the conversion of the GGV Loan under the GGV Convertible Loan Agreement, and/or (iii) the conversion of the IDG loan under the IDG Convertible Loan Agreement (as the case may be), and the Investors and Key Ordinary Shareholder shall take such actions, execute such instruments and do such other things as the Company may request to effect such reversal or cancellation, including but not limited to any SAMR filing required to reflect the change of shareholders of the Domestic Company resulting from such reversal or cancellation, provided however that, (i) if such Qualified IPO is not consummated within one (1) year after such reversal or cancellation of the Domestic Equity Transfer, the respective Investors’ rights as provided in the future, preceding paragraph of this Section 12.3 shall be reasonably acceptable to the Board of Directors (including the Series B Director). The Company shallrestored, and shall cause (ii) if, for purpose of conducting such reversal or cancellation of the Domestic Equity Transfer, an Investor is required to transfer any subsidiaries or entities equity interests held by it controls to, comply with in the US Foreign Corrupt Practices Act, as amended. The Domestic Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitationother Person, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayed) Companies and the Company Founders shall promptly provide the Preferred Holders indemnify such Investor for any and all Taxes imposed on such Investor by any Governmental Authority in connection with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Director)such transfer.

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (including the Series B Directordirectors elected by the Subscribers) such that the Company (i) will control the operations of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies and (ii) will be permitted to properly consolidate the financial results for such entity in consolidated financial statements for the Company prepared in accordance with the U.S. under US GAAP or IFRS. The composition of the board of directors of each other subsidiary of or entity controlled by the Company, whether now in existence or formed in the future, shall be reasonably acceptable to the Board of Directors (including the Series B Directordirectors elected the Subscribers). The Company shallrepresents that it shall not — and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to — promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any Non-U.S. Official, in each case, in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall — and shall cause each of its subsidiaries and affiliates to — cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or entities affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall — and shall cause each of its subsidiaries and affiliates to — maintain systems of internal controls (including, but not limited to, comply accounting systems, purchasing systems and billing systems) to ensure compliance with the US Foreign Corrupt Practices Act, as amendedFCPA or any other applicable anti-bribery or anti-corruption law. The Company shall take all necessary actions to maintain any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, as is necessary to conduct the Business business as conducted or as proposed to be conducted. The Company shall use its reasonable best efforts to cause each any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to comply in all material respects with all applicable laws, rules, and regulations. All material aspects of such formation, maintenance and compliance of any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the approval of Series B Director which shall not be unreasonably withheld or delayeddirectors elected by the Subscribers) and the Company shall promptly provide the Preferred Holders Subscribers with copies of all material related documents and correspondence. The Company shall cause any direct or indirect subsidiary or entity controlled by the Company, including, without limitation, the Group Companies, whether now in existence or formed in the future, to have a board of directors as its governing and managing body (each, a “Subsidiary Board”) and each member thereof shall serve at the pleasure of the Company and shall be reasonably acceptable to the Board of Directors (including the Series B Directordirectors elected by the Subscribers).