Common use of Governance of the Company Clause in Contracts

Governance of the Company. 12.1 Upon completion of the capital increase, the Target Company shall hold a Directors’ meeting and invite all Directors to attend as stipulated in the Articles of Association. The resolutions of the Board of Directors shall be approved by more than half of all Directors, including but not limited to the following contents: (1) Formulation and modification of the Company’s Articles of Association; (2) Formulation of the Company’s major business policy and investment plan; (3) Formulation of the Company’s annual financial budget and accounting plan; (4) Formulation of the Company’s profits distribution scheme and loss recovery plan; (5) The Company’s increase or decrease of its registered capital, issuance of bonds or other securities, and plans for listing; (6) The Company’s external acquisition, sale of material assets, annexation, merger, reorganization, overseas investment, establishment of a joint venture, dissolution or liquidation; (7) Approval, modification and management of employee equity incentive plan or employee stock ownership plan in any other form; (8) A single guarantee amount exceeds 10% of the Company’s latest audited net assets; (9) The total amount of external guarantee provided by the Company and its holding subsidiaries reaches or exceeds any guarantee provided after 50% of the Company’s latest audited net assets; (10) The guarantee provided for the guarantee object whose asset-liability ratio exceeds 70%; (11) The guarantee provided for the Controlling Shareholder and its affiliates. ​