Common use of Control of Subsidiaries Clause in Contracts

Control of Subsidiaries. (a) All material aspects of the formation, maintenance and compliance of any direct or indirect Subsidiary or entity Controlled by the Company, whether now in existence or formed in the future, shall be subject to the review and approval by the Board (including the consent of the Preferred Directors) and the Company shall promptly provide each Investor with copies of all material related documents and correspondence. (b) Each Covenantor shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board (including the Preferred Directors) such that the Company (i) will at all times control the operation of each other Group Company, and (ii) will be permitted to properly consolidate the financial results for any direct or indirect Subsidiary of the Company (including without limitation the PRC Companies) in consolidated financial statements for the Company prepared under IFRS. (c) Each Covenantor shall take all necessary actions to maintain any direct or indirect Subsidiary or entity Controlled by the Company, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. (d) Each Covenantor shall use its best efforts to cause any direct or indirect Subsidiary of the Company, whether now in existence or formed in the future, to comply in all material respects with all Applicable Laws.

Control of Subsidiaries. The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (aincluding the Preference A Share Director) such that the Company (i) shall control the operations of any Subsidiary and (ii) shall be permitted to consolidate properly the financial results for such entity in consolidated financial statements for the Company prepared under U.S. GAAP. The composition of each Subsidiary Board (as defined below) shall be reasonably acceptable to the Board of Directors (including the Preference A Share Director). The Company shall take all necessary actions to maintain any Subsidiary, whether now in existence or formed in the future, as is necessary to conduct the business of the Company as presently conducted. The Company shall use its commercially reasonable efforts to cause each Subsidiary, 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 the such formation, maintenance and compliance of any direct or indirect Subsidiary or entity Controlled by the CompanySubsidiary, whether now in existence or formed in the future, shall be subject to the review and approval by the Board of Directors (including the consent of the Preferred DirectorsPreference A Share Director) and the Company shall promptly provide each Investor the Investors with copies of all material related documents and correspondence. (b) Each Covenantor . The Company shall at any time institute and shall keep in place arrangements reasonably satisfactory to the Board (including the Preferred Directors) such that the Company (i) will at all times control the operation of each other Group Company, and (ii) will be permitted to properly consolidate the financial results for any direct or indirect Subsidiary of the Company (including without limitation the PRC Companies) in consolidated financial statements for the Company prepared under IFRS. (c) Each Covenantor shall take all necessary actions to maintain any direct or indirect Subsidiary or entity Controlled by the Company, whether now in existence or formed in the future, as is necessary to conduct the Business as conducted or as proposed to be conducted. (d) Each Covenantor shall use its best efforts to cause any direct or indirect Subsidiary of the CompanySubsidiary, whether now in existence or formed in the future, to comply in all material respects with all Applicable Lawshave a board of directors as its governing 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 Preference A Share Director).

Control of Subsidiaries. (a) All material aspects The Company shall institute and shall keep in place arrangements reasonably satisfactory to at least a majority of the formationmembers of the Board, maintenance and compliance including two (2) of the Preferred Directors, such that the Company (i) will control the operations of any direct or indirect Subsidiary subsidiary of, or entity Controlled by controlled by, the Company, and (ii) will be permitted to properly consolidate the financial results of any direct or indirect subsidiary in the consolidated financial statements for the Company. The composition of the board of directors of each subsidiary of, or entity controlled by, the Company, whether now in existence or formed in the future, shall be subject reasonably acceptable to at least a majority of the review and approval by members of the Board Board, including two (including the consent 2) of the Preferred Directors) and the . The Company shall promptly provide each Investor with copies of all material related documents and correspondence. (b) Each Covenantor shall at any time institute shall, and shall keep in place arrangements reasonably satisfactory cause any subsidiaries or entities it controls, to comply with the Board (including Company’s policy on the Preferred Directors) such that the U.S. Foreign Corrupt Practices Act, as amended. The Company (i) will at all times control the operation of each other Group Company, and (ii) will be permitted to properly consolidate the financial results for any direct or indirect Subsidiary of the Company (including without limitation the PRC Companies) in consolidated financial statements for the Company prepared under IFRS. (c) Each Covenantor shall take all necessary actions to maintain any direct or indirect Subsidiary subsidiary or entity Controlled controlled by the Company, whether now in existence or of formed in the future, as is necessary to conduct the Business Company’s business as conducted or as proposed to be conducted. (d) Each Covenantor . The Company shall use its best commercially reasonable efforts to cause any each direct or indirect Subsidiary of subsidiary of, or entity controlled by, the Company, Company whether now in existence or formed in the future, to comply in all material respects with all Applicable Lawsapplicable laws, rules and regulations.

Control of Subsidiaries. The Company shall institute and shall keep in place arrangements reasonably satisfactory to the Board of Directors (aincluding the Sungy Director) All material aspects of such that the formation, maintenance and compliance Company (i) will control the operations of any direct or indirect Subsidiary subsidiary of, or entity Controlled by controlled by, the Company and (ii) will be permitted to properly consolidate the financial results of any direct or indirect subsidiary in the consolidated financial statements for the Company. The composition of the board of directors of each subsidiary of, or entity controlled by, the Company, whether now in existence or formed in the future, shall be subject reasonably acceptable to the review and approval by the Board of Directors (including the consent of the Preferred Directors) and the Sungy Director). The Company shall promptly provide each Investor with copies of all material related documents and correspondence. (b) Each Covenantor shall at any time institute shall, and shall keep in place arrangements reasonably satisfactory to the Board (including the Preferred Directors) such that the Company (i) will at all times control the operation of each other Group Company, and (ii) will be permitted to properly consolidate the financial results for cause any direct or indirect Subsidiary of subsidiaries or entities it controls, to comply with the U.S. Foreign Corrupt Practices Act, as amended. The Company (including without limitation the PRC Companies) in consolidated financial statements for the Company prepared under IFRS. (c) Each Covenantor shall take all necessary actions to maintain any direct or indirect Subsidiary subsidiary or entity Controlled controlled by the Company, whether now in existence or of formed in the future, as is necessary to conduct the Business Company’s business as conducted or as proposed to be conducted. (d) Each Covenantor . The Company shall use its best commercially reasonable efforts to cause any each direct or indirect Subsidiary of subsidiary of, or entity controlled by, the Company, Company whether now in existence or formed in the future, to comply in all material respects with all Applicable Lawsapplicable laws, rules and regulations.