Common use of Covenants regarding Party D Clause in Contracts

Covenants regarding Party D. Party C (as a shareholder of Party D) and Party D hereby covenant as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association or bylaws of Party D, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2 They shall maintain Party D’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party D or legal or beneficial interest in the business or revenues of Party D, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5 They shall always operate all of Party D’s businesses within the ordinary course of business to maintain the asset value of Party D and refrain from any action/omission that may affect Party D’s operating status and asset value; 2.1.6 Without the prior written consent of Party A, they shall not cause Party D to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 500,000 shall be deemed a major contract); 2.1.7 Without the prior written consent of Party A, they shall not cause Party D to provide any person with any loan or credit; 2.1.8 They shall provide Party A with information on Party D’s business operations and financial condition at Party A’s request; 2.1.9 If requested by Party A, they shall procure and maintain, at the cost of Party D, insurance in respect of Party D’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party D to merge, consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party D’s assets, business or revenue; 2.1.12 To maintain the ownership by Party D of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party A, they shall ensure that Party D shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, Party D shall immediately distribute all distributable profits to its shareholders; 2.1.14 At the request of Party A, they shall appoint any persons designated by Party A as directors of Party D;

Covenants regarding Party D. Party C (as a shareholder of Party D) and Party D hereby covenant as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association or and bylaws of Party D, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2 They shall maintain Party D’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party D or legal or beneficial interest in the business or revenues of Party D, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables incurred in the ordinary course of business other than through loans; 2.1.5 They shall always operate all of Party D’s businesses within the ordinary course of business to maintain the asset value of Party D and refrain from any action/omission that may affect Party D’s operating status and asset value; 2.1.6 Without the prior written consent of Party A, they shall not cause Party D to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 500,000 shall be deemed a major contract); 2.1.7 Without the prior written consent of Party A, they shall not cause Party D to provide any person with any loan or credit; 2.1.8 They shall provide Party A with information on Party D’s 's business operations and financial condition at Party A’s 's request; 2.1.9 If requested by Party A, they shall procure and maintain, at the cost of Party D, insurance in respect of Party D’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party D to merge, consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party D’s assets, business or revenue; 2.1.12 To maintain the ownership by Party D of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party A, they shall ensure that Party D shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s 's written request, Party D shall immediately distribute all distributable profits to its shareholders; 2.1.14 At the request of Party A, they shall appoint any persons designated by Party A as directors of Party D; 2.1.15 Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates; and 2.1.16 Unless otherwise required by PRC law, Party D shall not be dissolved or liquated without prior written consent by Party A.

Covenants regarding Party D. Party C The Shareholders (as a shareholder the shareholders of Party D) and Party D hereby covenant as follows: 2.1.1 Without the prior written consent of Party AC, they shall not in any manner supplement, change or amend the articles of association or and bylaws of Party D, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2 They shall maintain Party D’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party AC, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party D or legal or beneficial interest in the business or revenues of Party D, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party AC, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party C for which Party C’s written consent has been obtained; 2.1.5 They shall always operate all of Party D’s businesses within during the ordinary course of business to maintain the asset value of Party D and refrain from any action/omission that may affect Party D’s operating status and asset value; 2.1.6 Without the prior written consent of Party AC, they shall not cause Party D to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 500,000 100,000 shall be deemed a major contract); 2.1.7 Without the prior written consent of Party AC, they shall not cause Party D to provide any person with any loan or credit; 2.1.8 They shall provide Party A C with information on Party D’s business operations and financial condition at Party AC’s request; 2.1.9 If requested by Party AC, they shall procure and maintain, at the cost of Party D, maintain insurance in respect of Party D’s assets and business from an insurance carrier acceptable to Party AC, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party AC, they shall not cause or permit Party D to merge, consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A C of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party D’s assets, business or revenue; 2.1.12 To maintain the ownership by Party D of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party AC, they shall ensure that Party D shall not in any manner distribute dividends to its shareholders, provided that upon Party AC’s written request, Party D shall immediately distribute any or all distributable profits to its shareholders;; and 2.1.14 At the request of Party AC, they shall appoint any persons designated by Party A C as directors the director and/or executive director of Party D;D.

Covenants regarding Party D. Party B, Party C (each as a shareholder of Party D) and Party D hereby jointly and severally covenant as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association or bylaws any constitutional documents of Party D, increase or decrease its registered capital, or change its structure of registered capital or shareholding structure in other manners; 2.1.2 They shall maintain Party D’s corporate existence in accordance with good financial and business standards and practices custom, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party D or legal or beneficial interest in the business or revenues of Party D, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence to exist of any debtdebt with respect to Party D, except forpayables for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 2.1.5 They shall always operate all of Party D’s businesses within during the ordinary course of business to maintain the asset value of Party D and refrain from any action/omission forbearance that may affect Party D’s operating status and asset value; 2.1.6 Without the prior written consent of Party A, they shall not cause Party D to execute any major material contract, terminate any existing material contract or cause Party D to execute any contract in conflict with the existing material contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 500,000 shall be deemed a major contract)business; 2.1.7 Without the prior written consent of Party A, they shall not cause Party D to provide any person with any loan or credit, or incur any material obligations except obligations incurred in the ordinary course of business; 2.1.8 They shall provide Party A with information on Party D’s business operations and financial condition at Party A’s request; 2.1.9 If requested by Party A, they shall procure and maintain, at the cost of Party D, maintain insurance in respect of Party D’s assets and business from an insurance carrier acceptable to approved by Party A, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party D to merge, merge or consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party D’s assets, business or revenue; 2.1.12 To maintain the ownership by Party D of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party A, they shall ensure that Party D shall not in any manner distribute dividends to any of its shareholders, provided ; If Party A consents that upon Party A’s written requestD distributes dividends to Party B, Party C and other shareholders of Party D (if any), then Party B, Party C and other shareholders of Party D (if any) shall immediately distribute make all distributable profits such Party D’s dividends and other distributions paid to its shareholders;Party A. 2.1.14 At the request They shall not appoint or remove any directors, supervisors or other management of Party A, they D which shall appoint any persons designated be appointed or removed by Party A as directors of B and Party DC;

Covenants regarding Party D. Party C The Shareholders (as a the shareholder s of Party D) and Party D hereby covenant as follows: 2.1.1 Without the prior written consent of Party AC, they shall not in any manner supplement, change or amend the articles of association or and bylaws of Party D, increase or decrease its registered capital, or change its structure of registered capital in other manners; 2.1.2 They shall maintain Party D’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party AC, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party D or legal or beneficial interest in the business or revenues of Party D, or allow the encumbrance thereon of any security interest; 2.1.4 Without the prior written consent of Party AC, they shall not incur, inherit, guarantee or suffer the existence of any debt, except forpayables for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party C for which Party C’s written consent has been obtained; 2.1.5 They shall always operate all of Party D’s businesses within during the ordinary course of business to maintain the asset value of Party D and refrain from any action/omission that may affect Party D’s operating status and asset value; 2.1.6 Without the prior written consent of Party AC, they shall not cause Party D to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 500,000 RMB100,000 shall be deemed a major contract); 2.1.7 Without the prior written consent of Party AC, they shall not cause Party D to provide any person with any loan or credit; 2.1.8 They shall provide Party A C with information on Party D’s business operations and financial condition at Party AC’s request; 2.1.9 If requested by Party AC, they shall procure and maintain, at the cost of Party D, maintain insurance in respect of Party D’s assets and business from an insurance carrier acceptable to Party AC, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party AC, they shall not cause or permit Party D to merge, consolidate with, acquire or invest in any person; 2.1.11 They shall immediately notify Party A C of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party D’s assets, business or revenue; 2.1.12 To maintain the ownership by Party D of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party AC, they shall ensure that Party D shall not in any manner distribute dividends to its shareholders, provided that upon Party AC’s written request, Party D shall immediately distribute any or all distributable profits to its shareholders;; and 2.1.14 At the request of Party AC, they shall appoint any persons designated by Party A C as directors the director and/or executive director of Party D;D.