Common use of Covenants of Party C Clause in Contracts

Covenants of Party C. (a) Without prior written consent by Party A, not to amend, change or alter the articles of the association of Party C in any form, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital by any other means; (b) Apply good finance and business practices in order to maintain the existence of the company, prudently and effectively operate the business and manage its affairs; (c) Beginning on the date of this Agreement, without prior written consent by Party A, not to sell, transfer, mortgage or dispose in any other form any assets, interests of business or income of Party C, or to approve any other security interest relating thereto; (d) Beginning on the date of this Agreement, without prior written consent from Party A, no debt shall be incurred, inherited, guaranteed, or allowed to exist, with the exception of: (i) debt from normal or daily business but not from borrowing; and (ii) debt having been disclosed to Party A or for which Party A has provided written consent; (e) To operate the business normally in order to maintain the asset value of Party C, without taking any action or inaction that may adversely affect the operation and asset value; (f) Without prior written consent by Party A, not to enter into any material contract, with the exception of contracts entered into in the ordinary course (for this paragraph, a contract with a value more than RMB100,000 shall be deemed a material contract); (g) Without prior written consent by Party A, not to provide loan or credit to anyone; (h) Upon the request of Party A, to provide all operation and finance information of Party C to Party A; (i) Without prior written consent by Party A, not to merge or affiliate with any person, or purchase any person or invest in any person; (j) To notify Party A immediately upon the occurrence or the probable occurrence of litigation, arbitration or administrative procedures related to the assets, business and income of Party C; (k) In order to maintain the ownership by Party C of all its assets, to execute all requisite or appropriate documents, do all requisite or appropriate actions, and advance all requisite or appropriate accusations, or make requisite or appropriate defenses to all claims; (l) Without prior written notice by Party A, not to assign stock interests to shareholders in any form, but upon the request of Party A, to assign all its assignable profits to their own shareholders;

Covenants of Party C. (a) Party C hereby covenants as follows: 2.1.1 Without the prior written consent by of Party A, Party C shall not to amendin any manner supplement, change or alter amend the articles of association and bylaws of Party C, increase or decrease its registered capital, change its structure of registered capital in other manners or take any other measures to separate, dissolve or change the association forms of Party C; 2.1.2 Party C shall maintain its corporate existence in accordance with good financial and business standards and practices, operate its business and handle its affairs prudently and effectively, and shall fulfill the obligations stipulated under the Business Cooperation Agreement; 2.1.3 Without the prior written consent of Party A, Party C shall not change its main business, or conduct any business operation which may cause a substantial effect on its properties, assets, business, rights and operation; 2.1.4 Without the prior written consent of Party A, Party C shall not at any time from the date hereof, sell, transfer, mortgage or dispose of in any manner any material assets (tangible or intangible assets) of Party C or legal or beneficial interest in the material business or revenues of Party C of more than RMB1,000,000 (or any form, to increase or decrease registered capital of other amount separately agreed by the corporationParties), or to change allow the structure encumbrance thereon of the registered capital by any other meanssecurity interest; (b) Apply good finance and business practices in order to maintain 2.1.5 Unless otherwise required by the existence of the companyPRC laws, prudently and effectively operate the business and manage its affairs; (c) Beginning on the date of this Agreement, Party C shall not be dissolved or liquated without prior written consent by Party A; After the liquidation described in Article 3.6, not Party B shall pay any residual value to sellParty A in full or shall cause such payment to take place. Provided that such payment is forbidden according to the PRC laws, transfer, mortgage Party B will pay the income to Party A or dispose in any other form any assets, interests of business or income the Designee of Party C, or A to approve any other security interest relating thereto;the extent permitted by the PRC laws. (d) Beginning on 2.1.6 Without the date of this Agreement, without prior written consent from of Party A, no debt Party C shall be incurrednot incur, inheritedinherit, guaranteedguarantee or suffer the existence of any debt, or allowed to exist, with the exception of: except for (i) debt from normal or daily incurred in the ordinary course of business but not from borrowingother than through loans; and (ii) debt having debts have been disclosed to Party A or for which Party A A’s written consent has provided written consent;been obtained. (e) To 2.1.7 Party C shall always operate all of Party C’s businesses within the normal business normally in order scope to maintain the asset value of Party C, without taking C and refrain from any action or inaction action/omission that may adversely affect the operation Party C’s operating status and asset value; and the board of directors of Party A is entitled to supervise the asset of Party C and assess whether it has control over the above asset. If the board of directors of Party A believes that the business operation of Party C will affect the value of its asset or affect the board’s control over the asset of Party C, Party A will engage legal counsels or other professionals to deal with issues hereof; (f) 2.1.8 Without the prior written consent by of Party A, Party C shall not to enter into execute any material major contract, with except for the exception of contracts entered into in the ordinary course of business and the contracts signed between Party C and Party A’s foreign parent company or its subsidiaries directly or indirectly held by Party A’s foreign parent company (for the purpose of this paragraphsubsection, a contract with a value more than RMB100,000 price exceeding RMB 1,000,000 (or any other amount separately agreed by the Parties) shall be deemed as a material major contract); (g) 2.1.9 Without the prior written consent by Party A, not to provide loan or credit to anyone; (h) Upon the request of Party A, Party C shall not provide any person with any loan, financial support, or mortgage, pledge and any other form of security, or shall not allow any other third party to place any mortgage or pledge on Party C’s asset or equity interests; 2.1.10 Party C shall provide true and accurate materials and documents to Party A upon Party A’s request; 2.1.11 Party C shall provide all materials relating to its operation and finance information of Party C financial status to Party A upon Party A’s request; (i) 2.1.12 Without the prior written consent by of Party A, Party C shall not to merge amend or affiliate change any accounting policies adopted previously, or appoint or change its auditors; 2.1.13 Without the prior written consent of Party A, Party C shall not engage in any merge, partnership, joint venture or union with any personparty, or purchase any person to acquire or invest in any personparty; (j) To 2.1.14 Without the prior written consent of Party A, Party C shall not conduct any reorgnization; 2.1.15 Party C shall promptly notify Party A immediately upon of the occurrence or the probable possible occurrence of any litigation, arbitration or administrative procedures related proceedings relating to the Party C’s assets, business or revenue, and income of take all necessary measures as Party CA may reasonably request; (k) In order to 2.1.16 To maintain the ownership by Party C of all of its assets, to Party C shall execute all requisite necessary or appropriate documents, do take all requisite necessary or appropriate actions, and advance file all requisite necessary or appropriate accusationscomplaints, or make requisite or and raise necessary and appropriate defenses to against all claims; (l) 2.1.17 Without the prior written notice by consent of Party A, Party C shall ensure that it shall not to assign stock interests to shareholders in any formmanner distribute dividends to its shareholders. Provided that upon Party A’s written request, but upon Party C shall immediately distribute all distributable profits to its shareholders; 2.1.18 Without the prior written consent of Party A, Party C shall not directly or indirectly dispose or dilute its interests of its subsidiaries and branches. 2.1.19 At the request of Party A, Party C shall appoint any person designated by Party A as the director, supervisor and/or senior management of Party C, and/or remove the incumbent director, supervisor and/or senior management and perform all relevant resolutions and filing procedures; Party A shall be entitled to assign all require Party B and Party C to replace the foregoing personnel; 2.1.20 Subject to other provisions of this Agreement (including but not limited to Articles 5.2 and Articles 12.1), if Party A fails to exercise the Purchase Right due to the Party C’s shareholders or Party C fails to fulfill the tax obligation under the applicable laws, Party A shall be entitled to request Party C or its assignable profits shareholders to their own fulfill the tax obligation, or request Party C or its shareholders to pay the tax to Party A so that Party A can pay it on behalf of Part C or its shareholders; 2.1.21 As for the covenants applicable to Party C under Article 2.1 hereof, Party C shall cause its subsidiary companies to similarly obey the covenants under applicable situations as if the subsidiary companies are acting as Party C and bound by the corresponding articles herein.

Covenants of Party C. (a) Party C hereby covenants on the following: 2.1.1 Without the prior written consent by of Party A, Party C shall not to amendin any manner supplement, change change, or alter amend the articles of the association of Party C in any formC, to increase or decrease its registered capital, or change its structure of registered capital of the corporation, or to change the structure of the registered capital by any in other meansmanners; (b) Apply 2.1.2 Party C shall maintain Party C’s corporate existence in accordance with good finance financial and business practices in order to standards and practices, as well as obtain and maintain the existence of the company, all necessary government licenses and permits by prudently and effectively operate the operating its business and manage handling its affairs; (c) Beginning on 2.1.3 Without the date of this Agreement, without prior written consent by of Party A, Party C shall not to at any time following the date hereof, sell, transfer, mortgage mortgage, or dispose of in any other form manner any assetsmaterial assets of Party C or legal or beneficial interest in the material business or revenues of Party C of more than RMB 500,000, interests or allow the encumbrance thereon of any security interests; 2.1.4 Without the prior written consent of Party A, Party C shall not incur, inherit, guarantee, or suffer the existence of any debt, except for payables incurred in the ordinary course of business or income other than through loans; 2.1.5 Party C shall always operate all of Party C, or to approve any other security interest relating thereto; (d) Beginning on ’s businesses within the date of this Agreement, without prior written consent from Party A, no debt shall be incurred, inherited, guaranteed, or allowed to exist, with the exception of: (i) debt from normal or daily business but not from borrowing; and (ii) debt having been disclosed to Party A or for which Party A has provided written consent; (e) To operate the business normally in order scope to maintain the asset value of Party C, without taking C and refrain from any action or inaction action/omission that may adversely affect the operation Party C’s operating status and asset value; (f) 2.1.6 Without the prior written consent by of Party A, Party C shall not to enter into execute any material major contract, with except the exception of contracts entered into in the ordinary course of business (for the purpose of this paragraphsubsection, a contract with a value more than RMB100,000 price exceeding RMB 500,000 shall be deemed a material major contract); (g) 2.1.7 Without the prior written consent of Party A, Party C shall not provide any person with a loan or credit; 2.1.8 Party C shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 2.1.9 If requested by Party A, not Party C shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to provide loan or credit to anyoneParty A, at an amount and type of coverage typical for companies that operate similar businesses; (h) Upon 2.1.10 Without the request prior written consent of Party A, to provide all operation and finance information of Party C to Party A; (i) Without prior written consent by Party Ashall not merge, not to merge or affiliate with any personconsolidate with, or purchase any person acquire, or invest in any person; (j) To 2.1.11 Party C shall immediately notify Party A immediately upon of the occurrence or the probable possible occurrence of any litigation, arbitration arbitration, or administrative procedures related proceedings relating to the Party C’s assets, business and income of Party Cbusiness, or revenue; (k) In order to 2.1.12 To maintain the ownership by Party C of all of its assets, to Party C shall execute all requisite necessary or appropriate documents, do take all requisite necessary or appropriate actions, and advance file all requisite necessary or appropriate accusationscomplaints, or make requisite and raise necessary or appropriate defenses to against all claims; (l) 2.1.13 Without the prior written notice by consent of Party A, Party C shall not to assign stock interests to shareholders in any formmanner distribute dividends to its shareholders, but provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders; 2.1.14 At the request of Party A, to assign Party C shall appoint any person designated by Party A as the director or executive director of Party C; 2.1.15 Without Party A’s prior written consent, Party C shall not engage in any business in competition with Party A or its affiliates; 2.1.16 Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A; 2.1.17 Without the prior written consent of Party A, the shareholders’ meeting and/or the directors (or the executive director) of Party C shall not approve any sale, transfer, mortgage, or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; and 2.1.18 The shareholders’ meeting or the directors (or the executive director) of Party C shall vote for the transfer of the Optioned Interests as set forth in this Agreement and take any and all its assignable profits to their own shareholders;other actions that may be requested by Party A.

Covenants of Party C. (a) Without prior written consent by Party A, not to amend, change or alter the articles of the association of Party C in any form, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital by any other means; (b) Apply good finance and business practices in order to maintain the existence of the company, prudently and effectively operate the business and manage its affairs; (c) Beginning on the date of this Agreement, without prior written consent by Party A, not to sell, transfer, mortgage or dispose in any other form any assets, interests of business or income of Party C, or to approve any other security interest relating thereto; (d) Beginning on the date of this Agreement, without prior written consent from Party A, no debt shall be incurred, inherited, guaranteed, or allowed to exist, with the exception of: (i) debt from normal or daily business but not from borrowing; and (ii) debt having been disclosed to Party A or for which Party A has provided written consent; (e) To operate the business normally in order to maintain the asset value of Party C, without taking any action or inaction that may adversely affect the operation and asset value; (f) Without prior written consent by Party A, not to enter into any material contract, with the exception of contracts entered into in the ordinary course (for this paragraph, a contract with a value more than RMB100,000 shall be deemed a material contract); (g) Without prior written consent by Party A, not to provide loan or credit to anyone; (h) Upon the request of Party A, to provide all operation and finance information of Party C to Party A; (i) Without prior written consent by Party A, not to merge or affiliate with any person, or purchase any person or invest in any person; (j) To notify Party A immediately upon the occurrence or the probable occurrence of litigation, arbitration or administrative procedures related to the assets, business and income of Party C; (k) In order to maintain the ownership by Party C of all its assets, to execute all requisite or appropriate documents, do all requisite or appropriate actions, and advance all requisite or appropriate accusations, or make requisite or appropriate defenses to all claims; (l) Without prior written notice by Party A, not to assign stock interests to shareholders in any form, but upon the request of Party A, to assign all its assignable profits to their own shareholders;

Covenants of Party C. Party C hereby undertakes that: (a) Without without prior written consent by of Party A, it will not to amendsupplement, change or alter the articles of the association of Party C in any formamend its constitutional documents, to increase or decrease its registered capital, or otherwise change its registered capital of the corporation, or to change the structure of the registered capital by any other meansstructure; (b) Apply good finance and business practices in order to it will maintain the existence of the companyits due existence, prudently and effectively operate the its business and manage handle its affairsaffairs in accordance with fair financial and business standards and practices; (c) Beginning on without prior written consent of Party A and at any time as of the date of this Agreement, without prior written consent by Party A, it will not to sell, transfer, mortgage or otherwise dispose in of any other form any legal or beneficial interest of its assets, interests of business businesses or income of Party Cincome, or to approve any permit creation of such other security interest relating theretothereon; (d) Beginning on the date of this Agreement, without prior written consent from of Party A, no debt shall be incurredit will not incur, inheritedinherit, guaranteedguarantee or allow the existence of any debt, or allowed to exist, with the exception of: except for (i) any debt from normal or daily incurred during its ordinary course of business but not rather than from borrowing; and (ii) any debt having which has been disclosed to and obtained the written consent from Party A or for which Party A has provided written consentA; (e) To operate it will at all times conduct business operations in the business normally in order ordinary course to maintain the its asset value of Party Cvalue, without taking and refrain from any action or inaction action/omission that may adversely affect the operation its business operations and asset value; (f) Without without prior written consent by of Party A, it will not to enter into any material contract, with the exception of contracts entered into agreement other than those executed in the its ordinary course of business (for purpose of this paragraph, a contract material agreement means any agreement with a contact value more than RMB100,000 shall be deemed a material contractexceeding RMB 5 million); (g) Without without prior written consent by of Party A, it will not to provide any loan or credit to anyoneany person; (h) Upon the request of upon Party A’s request, to it will provide Party A with all operation information regarding its operations and finance information of Party C to Party Afinancial conditions; (i) Without prior written consent by it will buy and maintain requisite insurance policies from an insurer acceptable to Party A, not to merge the amount and type of which will be the same with those maintained by the companies having similar operations, properties or affiliate with any person, or purchase any person or invest assets in any personthe same region; (j) To it will immediately notify Party A immediately upon the occurrence of any actual or the probable occurrence of potential litigation, arbitration or administrative procedures related to the proceeding regarding its assets, business and income of Party C;income; and (k) In in order to maintain the its ownership by Party C of all its assets, to it will execute all requisite or appropriate documents, do conduct all requisite or appropriate actions, and advance make all requisite or appropriate accusationsclaims, or make requisite or appropriate defenses to defense against all claims; (l) Without prior written notice by Party A, not to assign stock interests to shareholders in any form, but upon the request of Party A, to assign all its assignable profits to their own shareholders;.