Common use of Covenants with respect to the Company Clause in Contracts

Covenants with respect to the Company. During the term of this Deed (including any extension hereof), the Company shall, and the Grantors shall use all their respective rights as shareholders of the Company and cause any director of the Company nominated by them to use all his/her rights as director to procure that the Company shall, do or not do, as the case may be, the following; provided that all actions undertaken by personnel seconded to the Company by Party A or its Affiliates shall be deemed to have been undertaken with the prior consent of Party A: (a) not supplement, vary or amend its articles of association, increase or reduce its registered capital in any manner or change the structure of its registered capital in any manner without Party A’s prior written consent; (b) maintain its existence and operate its business and affairs with due diligence and efficiency and in accordance with sound financial and commercial standards and practices; (c) not sell, assign, mortgage or otherwise dispose of, or create any other Encumbrance over, the legal or beneficial interest in any of the Company’s assets, business or revenue without Party A’s prior written consent; (d) not, without Party A’s prior written consent, incur, assume, guarantee or permit to exist any indebtedness except indebtedness arising in the ordinary course of its business and not by way of borrowing; (e) at all times, conduct all business in the ordinary course of business so as to maintain the value of the assets of the Company and not do or omit to do any acts which will affect the Company’s operation and value of its assets; (f) not enter into any material contracts without Party A’s prior written consent, except in the ordinary course of business (for the purposes of this paragraph, a contract is deemed to be material if it carries a value exceeding an amount of RMB10,000 or has a term of more than one year); (g) not make any loan or grant any credit to any person without Party A’s prior written consent; (h) furnish to Party A all information pertaining to the operating and financial condition of the Company as Party A may request; (i) maintain insurance at all times with insurance companies acceptable to Party A in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties or assets as the Company; (j) not merge or consolidate with, or acquire or make any investment in any person without Party A’s prior written consent; (k) notify Party A immediately of the occurrence or potential occurrence of any litigation, arbitration or administrative proceedings with respect to the Company’s assets, business and revenue; (l) execute all documents, perform all acts and prosecute or defend all claims as may be necessary or advisable to maintain the Company’s title to all of its assets; (m) not distribute any dividends to the Grantors in any manner without Party A’s prior written consent but, upon Party A’s request, immediately distribute all of its distributable profits attributable to the Grantors; (n) appoint one or several persons designated by Party A, and not appoint any persons other than those designated by Party A, to act as directors of the Company; (o) not approve the sale, assignment, pledge, or otherwise disposal of, or creation of any other Encumbrance over, the legal or beneficial interest in any part of the Equity Interest owned by the Grantors without the prior written consent of Party A, except for the approval of the pledge of Equity Interest owned by the Grantors pursuant to the terms of the Equity Interest Pledge Contract; (p) provide the chop to the Company’s bank account to Party A (or its nominee) for its safe-keeping; (q) not establish or acquire or hold an equity interest in any person other than the establishment of the Joint Venture pursuant to this Deed, without the consent of Party A; and (r) waive its right of first refusal to acquire any of the JV Equity Interest upon each exercise of the JV Call Option and JV Increased Capital Call Option by Party A.

Covenants with respect to the Company. During the term of this Deed (including any extension hereof), the Company shall, and the Grantors Grantor shall use all their respective rights as shareholders of the Company and cause any director of the Company nominated by them to use all his/her rights as director to procure that the Company shall, do or not do, as the case may be, the following; provided that all actions undertaken by personnel seconded to the Company by Party A or its Affiliates shall be deemed to have been undertaken with the prior consent of Party A: (a) not supplement, vary or amend its articles of association, increase or reduce its registered capital in any manner or change the structure of its registered capital in any manner without Party A’s prior written consent; (b) maintain its existence and operate its business and affairs with due diligence and efficiency and in accordance with sound financial and commercial standards and practices; (c) not sell, assign, mortgage or otherwise dispose of, or create any other Encumbrance over, the legal or beneficial interest in any of the Company’s assets, business or revenue without Party A’s prior written consent; (d) not, without Party A’s prior written consent, incur, assume, guarantee or permit to exist any indebtedness except indebtedness arising in the ordinary course of its business and not by way of borrowing; (e) at all times, conduct all business in the ordinary course of business so as to maintain the value of the assets of the Company and not do or omit to do any acts which will affect the Company’s operation and value of its assets; (f) not enter into any material contracts without Party A’s prior written consent, except in the ordinary course of business (for the purposes of this paragraph, a contract is deemed to be material if it carries a value exceeding an amount of RMB10,000 or has a term of more than one year); (g) not make any loan or grant any credit to any person without Party A’s prior written consent; (h) furnish to Party A all information pertaining to the operating and financial condition of the Company as Party A may request; (i) maintain insurance at all times with insurance companies acceptable to Party A in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties or assets as the Company; (j) not merge or consolidate with, or acquire or make any investment in any person without Party A’s prior written consent; (k) notify Party A immediately of the occurrence or potential occurrence of any litigation, arbitration or administrative proceedings with respect to the Company’s assets, business and revenue; (l) execute all documents, perform all acts and prosecute or defend all claims as may be necessary or advisable to maintain the Company’s title to all of its assets; (m) not distribute any dividends to the Grantors Grantor in any manner without Party A’s prior written consent but, upon Party A’s request, immediately distribute all of its distributable profits attributable to the GrantorsGrantor; (n) appoint one or several persons designated by Party A, and not appoint any persons other than those designated by Party A, to act as directors of the Company; (o) not approve the sale, assignment, pledge, or otherwise disposal of, or creation of any other Encumbrance over, the legal or beneficial interest in any part of the Equity Interest owned by the Grantors Grantor without the prior written consent of Party A, except for the approval of the pledge of Equity Interest owned by the Grantors Grantor pursuant to the terms of the Equity Interest Pledge Contract; (p) provide the chop to the Company’s bank account to Party A (or its nominee) for its safe-keeping; (q) not establish or acquire or hold an equity interest in any person other than the establishment of the Joint Venture pursuant to this Deed, without the consent of Party A; and (r) waive its right of first refusal to acquire any of the JV Equity Interest upon each exercise of the JV Call Option and JV Increased Capital Call Option by Party A.