Common use of Covenants Relating to the Equity Interest Clause in Contracts

Covenants Relating to the Equity Interest. (a) Covenants of Party C (i) Without the written consent of Party A or WFOE, Party C will not supplement, amend or modify any provisions of the constitutional documents of Party C, and will not increase or reduce its registered capital or change to equity structure in any way. (ii) Party C shall remain in good standing, and prudently and efficiently operate its business and corporate affairs in accordance with commercial standards and practice. (iii) Without the prior written consent of Party A or WFOE, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rights, or allow the creation of any security interest upon its assets. (iv) Without the prior written consent of Party A or WFOE, Party C shall not incur or guaranty any debt, or permit the existence of any debt, other than (A) debt that is incurred during the course of normal business operations (excluding business loans) and (B) debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. (v) Party C shall operate in the normal course of business and maintain the value of its assets, shall not take any action which adversely influences its business operations or the value of its assets. (vi) Without the prior written consent of Party A or WFOE, Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this subsection, an agreement representing an amount in excess of RMB100,000 shall be deemed as a material agreement). (vii) Without the prior written consent of Party A or WFOE, Party C shall not provide any loans or credit to any third party. (viii) At the request of Party A, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C. (ix) Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets. (x) Without the prior written consent of Party A or WFOE, Party C shall not merge with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity. (xi) Party C shall inform Party A of actual or threatened litigation, arbitration, or administrative procedures relating to the assets, business and beneficial rights of Party C. (xii) Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer to all compensation claims. (xiii) Without the prior written consent of Party A, Party C shall not grant any dividend to its shareholders. (b) Covenants of Party B-1 and Party B-2 (i) Without the prior written consent of Party A or WFOE, neither Party B-1 nor Party B-2 shall sell, transfer, mortgage or dispose of any rights or interest relating to the Equity Interest, or allow any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (ii) Without the prior written consent of Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the shareholders of Party C from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (iii) Without the prior written consent from Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the other shareholders of Party C, if any, from approving resolutions relating to (A) Party C’s merger with, combination with or purchase of any person or (B) Party C’s investment in any person. (iv) Each of Party B-1 and Party B-2 shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedure. (v) Each of Party B-1 and Party B-2 shall take all reasonable efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement. (vi) In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims. (vii) Upon the request of Party A from time to time, each of Party B-1 and Party B-2 shall immediately transfer the Equity Interest to Party A or the Specified Person pursuant to the terms of this Agreement. (viii) Each of Party B-1 and Party B-2 shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1, Party B-2, Party C, Party A and WFOE collectively or separately, and shall perform his obligations under this Agreement, and shall not make any actions which shall affect the validity and enforceability of this Agreement.

Covenants Relating to the Equity Interest. (a) 2.1 Covenants of Party C (i) 2.1.1 Without the written consent of Party A or WFOEA, Party C will not supplement, amend or modify any provisions of the constitutional documents of Party C, C and will not otherwise increase or reduce its registered capital or change to its equity structure in any way. (ii) 2.1.2 Party C shall remain in good standing, and prudently and efficiently operate its business and corporate affairs in accordance with commercial standards and practice. (iii) 2.1.3 Without the prior written consent of Party A or WFOEA, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rights, or allow the creation of any security interest Security Interest or other encumbrance upon its assets. (iv) 2.1.4 Without the prior written consent of Party A or WFOEA, Party C shall not incur or guaranty any debt, or permit the existence of any debt, other than (Ai) debt that is incurred during the course of normal business operations (excluding business loans) and (Bii) debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. (v) 2.1.5 Party C shall operate in the normal course of business and to maintain the value of its assets, assets and shall not take any action which shall materially adversely influences influence its business operations or the value of its assets. (vi) 2.1.6 Without the prior written consent of Party A or WFOEA, Party C shall not enter into any material agreement except in outside the normal course of business. (For the purpose of this subsectionAgreement, an agreement representing involving an amount in excess of RMB100,000 shall be deemed as a material agreement). (vii) 2.1.7 Without the prior written consent of Party A or WFOEA, Party C shall not provide any loans or credit to any third party. (viii) 2.1.8 At the request of Party A, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C. (ix) 2.1.9 Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assetsassets in the same geographic area. (x) 2.1.10 Without the prior written consent of Party A or WFOEA, Party C shall not merge with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity. (xi) 2.1.11 Party C shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedures relating to the assets, business and beneficial rights of Party C. (xii) 2.1.12 In order to maintain Party C’s ownership of all its assets, Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer to all compensation claims. (xiii) 2.1.13 Without the prior written consent of Party A, Party C shall not grant any dividend to its shareholders. (b) Covenants of . However, once requested by Party B-1 and Party B-2 (i) Without the prior written consent of Party A or WFOEA, neither Party B-1 nor Party B-2 shall sell, transfer, mortgage or dispose of any rights or interest relating to the Equity Interest, or allow any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (ii) Without the prior written consent of Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the shareholders of Party C from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (iii) Without the prior written consent from Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the other shareholders of Party C, if any, from approving resolutions relating to (A) Party C’s merger with, combination with or purchase of any person or (B) Party C’s investment in any person. (iv) Each of Party B-1 and Party B-2 shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedure. (v) Each of Party B-1 and Party B-2 shall take all reasonable efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement. (vi) In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims. (vii) Upon the request of Party A from time to time, each of Party B-1 and Party B-2 shall immediately transfer the Equity Interest distribute all distributable profits to Party A or the Specified Person pursuant to the terms of this Agreementits shareholders. (viii) Each of Party B-1 and Party B-2 shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1, Party B-2, Party C, Party A and WFOE collectively or separately, and shall perform his obligations under this Agreement, and shall not make any actions which shall affect the validity and enforceability of this Agreement.

Covenants Relating to the Equity Interest. (a) 2.1 Covenants of Party C (i) 2.1.1 Without the prior written consent of Party A or WFOEA, Party C will not supplement, amend amend, or modify any provisions of the constitutional charter and organizational documents of Party C, C and will not increase or reduce its registered capital or change to the equity structure holding structures in any other way. (ii) 2.1.2 Party C shall remain legally existing, in good standing, and will prudently and efficiently operate its business and deal with corporate affairs in accordance with commercial standards and practice. (iii) 2.1.3 Without the prior written consent of Party A or WFOEA, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rightsrights of Party C, or allow the any creation of any another security interest or other encumbrance upon its assets. (iv) 2.1.4 Without the prior written consent of Party A or WFOEA, Party C shall not incur or guaranty any debtincur, inherit, or permit the existence of guarantee any debt, other than debts except for (Ai) debt that is incurred during the course of normal business operations (excluding business loans) ); and (Bii) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. (v) 2.1.5 Party C shall operate in the normal course of its business and normally to maintain the value of its assets, and shall not take any action which adversely influences its shall bring any materially adverse influence upon the business operations operation or the value of its the assets. (vi) 2.1.6 Without the prior written consent of Party A or WFOEA, Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this subsectionparagraph, an agreement representing covering an amount in excess of RMB100,000 shall RMB 100,000 will be deemed as considered a material agreement). (vii) 2.1.7 Without the prior written consent of Party A or WFOEA, Party C shall not provide any loans or credit to any third party. (viii) 2.1.8 At the request of Party A’s request, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C. (ix) 2.1.9 Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kind kinds of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets. (x) 2.1.10 Without the prior written consent of Party A or WFOEA, Party C shall not merge with, combine with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity. (xi) 2.1.11 Within 24 hours after receiving notice or becoming aware thereof, Party C shall inform Party A of any actual or threatened potential litigation, arbitration, or administrative procedures relating procedure in relation to the Equity Interest. 2.1.12 In order to keep the ownership of all assets, business and beneficial rights of Party C. (xii) Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer answers to all compensation claims. (xiii) 2.1.13 Without the prior written consent of Party A, Party C shall not grant allot any dividend to its shareholders. (b) Covenants of any shareholder. However, Party B-1 and Party B-2 (i) Without the prior written consent of Party A or WFOE, neither Party B-1 nor Party B-2 C shall sell, transfer, mortgage or dispose of any rights or interest relating immediately allot all dividends to the Equity Interest, or allow any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (ii) Without the prior written consent of Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the shareholders of Party C from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (iii) Without the prior written consent from Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the other shareholders of Party C, if any, from approving resolutions relating to (A) Party C’s merger with, combination with or purchase of any person or (B) Party C’s investment in any person. (iv) Each of Party B-1 and Party B-2 shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedure. (v) Each of Party B-1 and Party B-2 shall take all reasonable efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement. (vi) In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims. (vii) Upon upon the request of Party A from time to time, each of Party B-1 and Party B-2 shall immediately transfer the Equity Interest to Party A or the Specified Person pursuant to the terms of this Agreement. (viii) Each of Party B-1 and Party B-2 shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1, Party B-2, Party C, Party A and WFOE collectively or separately, and shall perform his obligations under this Agreement, and shall not make any actions which shall affect the validity and enforceability of this Agreement.A.

Covenants Relating to the Equity Interest. (a) 2.1 Covenants of Party C (i) 2.1.1 Without the written consent of Party A or WFOEA, Party C will shall not supplement, amend or modify any provisions of the constitutional documents of Party C, C and will not otherwise increase or reduce its registered capital or change to its equity structure in any way. (ii) 2.1.2 Party C shall remain in good standing, and prudently and efficiently operate its business and corporate affairs in accordance with commercial standards and practice. (iii) 2.1.3 Without the prior written consent of Party A or WFOEA, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rights, or allow the creation of any security interest Security Interest or other encumbrance upon its assets. (iv) 2.1.4 Without the prior written consent of Party A or WFOEA, Party C shall not incur or guaranty any debt, or permit the existence of any debt, other than (Ai) debt that is incurred during the course of normal business operations (excluding business loans) and (Bii) debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. (v) 2.1.5 Party C shall operate in the normal course of business and to maintain the value of its assets, assets and shall not take any action which shall materially adversely influences influence its business operations or the value of its assets. (vi) 2.1.6 Without the prior written consent of Party A or WFOEA, Party C shall not enter into any material agreement except in outside the normal course of business. (For the purpose purposes of this subsectionAgreement, an agreement representing involving an amount in excess of RMB100,000 RMB100, 000 shall be deemed as a material agreement). (vii) 2.1.7 Without the prior written consent of Party A or WFOEA, Party C shall not provide any loans or credit to any third party. (viii) 2.1.8 At the request of Party A, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C. (ix) 2.1.9 Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assetsassets in the same geographic area. (x) 2.1.10 Without the prior written consent of Party A or WFOEA, Party C shall not merge with, make an investment in, combine with or purchase the equity or substantially all the assets of any other entity. (xi) 2.1.11 Party C shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedures relating to the assets, business and beneficial rights of Party C. (xii) 2.1.12 In order to maintain Party C’s ownership of all its assets, Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer to all compensation claims. (xiii) 2.1.13 Without the prior written consent of Party A, Party C shall not grant any dividend to its shareholders. (b) Covenants of . However, once requested by Party B-1 and Party B-2 (i) Without the prior written consent of Party A or WFOEA, neither Party B-1 nor Party B-2 shall sell, transfer, mortgage or dispose of any rights or interest relating to the Equity Interest, or allow any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (ii) Without the prior written consent of Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the shareholders of Party C from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of other security interest on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (iii) Without the prior written consent from Party A or WFOE, each of Party B-1 and Party B-2 shall use his best efforts to prevent the other shareholders of Party C, if any, from approving resolutions relating to (A) Party C’s merger with, combination with or purchase of any person or (B) Party C’s investment in any person. (iv) Each of Party B-1 and Party B-2 shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedure. (v) Each of Party B-1 and Party B-2 shall take all reasonable efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement. (vi) In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims. (vii) Upon the request of Party A from time to time, each of Party B-1 and Party B-2 shall immediately transfer the Equity Interest distribute all distributable profits to Party A or the Specified Person pursuant to the terms of this Agreementits shareholders. (viii) Each of Party B-1 and Party B-2 shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1, Party B-2, Party C, Party A and WFOE collectively or separately, and shall perform his obligations under this Agreement, and shall not make any actions which shall affect the validity and enforceability of this Agreement.

Covenants Relating to the Equity Interest. (a) 2.1 Covenants of Party C (i) 2.1.1 Without the written consent of Party A or WFOEA, Party C will not supplement, amend or modify any provisions in relation to its registered capital or equity structure of the constitutional documents of Party C, C and will not otherwise increase or reduce its registered capital or change to its equity structure in any way. (ii) 2.1.2 Party C shall remain in good standing, and prudently and efficiently operate its business and corporate affairs in accordance with commercial standards and practice. (iii) 2.1.3 Without the prior written consent of Party A or WFOEA, Party C shall not sell, transfer, mortgage or dispose of any of its assets, business or beneficial rightsrights whose value excess the amount of RMB5,000,000, or allow the creation of any security interest Security Interest or other encumbrance upon its assetsassets whose value excess the amount of RMB5,000,000,. (iv) 2.1.4 Without the prior written consent of Party A or WFOEA, Party C shall not incur or guaranty guarantee any debtdebt involving an amount in excess of RMB 5,000,000, or permit the existence of any debtdebt involving an amount in excess of RMB 5,000,000, other than (Ai) debt that is incurred during the course of normal business operations (excluding business loans) and (Bii) debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. (v) 2.1.5 Party C shall operate in the normal course of business and to maintain the value of its assets, assets and shall not take any action which shall materially adversely influences influence its business operations or the value of its assets. (vi) 2.1.6 Without the prior written consent of Party A or WFOEA, Party C shall not enter into any material agreement except in outside the normal course of business. (For the purpose purposes of this subsectionAgreement, an agreement representing involving an amount in excess of RMB100,000 RMB5,000,000 shall be deemed as a material agreement). (vii) 2.1.7 Without the prior written consent of Party A or WFOEA, Party C shall not provide any loans or credit whose amount exceeds RMB 5,000,000 to any third party. (viii) 2.1.8 At the request of Party A, Party C shall provide Party A with any and all materials relating to the business operation and financial status of Party C. (ix) 2.1.9 Party C shall purchase business insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kind of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assetsassets in the same geographic area. (x) 2.1.10 Without the prior written consent of Party A or WFOEA, Party C shall not merge with, make an investment whose amount exceeds RMB 5,000,000 in, combine with or purchase the equity or substantially all the assets assets, the consideration of which exceeds RMB 5,000,000 of any other entity. (xi) 2.1.11 Party C shall inform Party A of any actual or threatened litigation, arbitration, or administrative procedures involving an amount probably in excess of RMB 5,000,000 relating to the assets, business and beneficial rights of Party C. (xii) 2.1.12 In order to maintain Party C’s ownership of all its assets, Party C shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper answer to all compensation claims. (xiii) 2.1.13 Without the prior written consent of Party A, Party C shall not grant any dividend to its shareholders. However, once requested by Party A, Party C shall immediately distribute all distributable profits to its shareholders. (b) 2.2 Covenants of Party B-1 and Party B-2B (i) 2.2.1 Without the prior written consent of Party A or WFOEA, neither Party B-1 nor Party B-2 B shall not sell, transfer, mortgage or dispose of any rights right or interest relating to the Equity Interest, or allow any creation of any other security interest Security Interest or encumbrance on the Equity Interest (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (ii) Without the prior written consent of 2.2.2 Party A or WFOE, each of Party B-1 and Party B-2 B shall use his its best efforts to prevent the other shareholders of Party C C, if any, from adopting resolutions relating to the sale, transfer, mortgage, disposal of any rights or interests relating to the Equity Interest, or allowing any creation of any other security interest Security Interest or encumbrance on the Equity Interest without the prior written consent of Party A (excluding the security interest under this Agreement and the Equity Interest Pledge Agreement). (iii) Without the prior written consent from 2.2.3 Party A or WFOE, each of Party B-1 and Party B-2 B shall use his its reasonable best efforts to prevent the other shareholders of Party C, if any, from approving resolutions relating to (A) Party C’s merger with, combination with with, purchase of, or purchase of any person or (B) Party C’s investment in any person. (iv) Each other entity without the prior written consent of Party B-1 and A. 2.2.4 Party B-2 B shall inform Party A immediately of any actual or threatened litigation, arbitration, or administrative procedureprocedure relating to the Equity Interest. (v) Each of 2.2.5 Party B-1 and Party B-2 B shall take all use its reasonable best efforts to ensure that the other shareholders of Party C, if any, approve the transfer of the Equity Interest as set out in this Agreement. (vi) 2.2.6 In order to keep the ownership of the Equity Interest, each of Party B-1 and Party B-2 B shall execute all necessary or proper documents, take all necessary or proper actions, substitute all necessary or proper claims, and make all necessary or proper responses to all compensation claims. (vii) 2.2.7 Upon the request of Party A from time to time, each of Party B-1 and Party B-2 B shall immediately transfer the Equity Interest to Party A or the Specified Person pursuant to the terms of this Agreement. (viii) Each of 2.2.8 Party B-1 and Party B-2 B shall strictly comply with this Agreement and any other agreements which may be entered into by and among Party B-1, Party B-2B, Party C, and Party A and WFOE collectively or separately, and shall perform his its obligations under this Agreement, and shall not make take any actions which shall affect the validity and enforceability of this Agreement.