Common use of Management Authorization Clause in Contracts

Management Authorization. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in this Section 4.10) the Depositary has not, prior to the date established for such purpose by the Depositary received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors and/or supervisors) then, subject to the following paragraph, the Holders shall be deemed to have instructed the Depositary's nominee to give a discretionary authorization (a "Management Authorization") to the Voting Representative as the representative of the Registered Holder (and indirectly of the Depositary, the Holders and the Beneficial Owners) to attend and vote at such meeting all the Deposited Securities represented by ADSs (including Temporary ADSs) then outstanding in his or her discretion. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders and Beneficial Owners. The Depositary's grant of a Management Authorization in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel addressed to, and in form and substance satisfactory to, the Depositary to the effect that under ROC law (i) the arrangements relating to the Management Authorization are permissible, and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when causing the voting in accordance with this Section 4.10 and will not (in the absence of negligence, bad faith or breach of contract, and subject to general principles of agency) be subject to any liability under ROC law for losses arising from the exercise of the voting arrangements set out in this Section 4.10 on the grounds that voting in accordance with this Section 4.10 is in violation of ROC law. In the event the Depositary does not receive such opinion, or the Voting Representative informs the Depositary that he or she does not wish to be so authorized, the Depositary will not grant the Management Authorization but will cause the Deposited Securities to be present at the shareholders' meeting to the extent practicable and permitted by applicable law for the purpose of satisfying quorum requirements but will not cause the Deposited Securities to be voted or the Management Authorization to be granted.

Management Authorization. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in this Section 4.104.10 of the Deposit Agreement) the Depositary has not, prior to the date established for such purpose by the Depositary received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors and/or supervisors) then, subject to the following paragraph, the Holders shall be deemed to have instructed the Depositary's nominee to give a discretionary authorization (a "Management Authorization") to the Voting Representative as the representative of the Registered Holder (and indirectly of the Depositary, the Holders and the Beneficial Owners) to attend and vote at such meeting all the Deposited Securities represented by ADSs (including Temporary ADSs) then outstanding in his or her discretion. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders and Beneficial Owners. The Depositary's grant of a Management Authorization in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel addressed to, and in form and substance satisfactory to, the Depositary to the effect that under ROC law (i) the arrangements relating to the Management Authorization are permissible, and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when causing the voting in accordance with this Section 4.10 of the Deposit Agreement and will not (in the absence of negligence, bad faith or breach of contract, and subject to general principles of agency) be subject to any liability under ROC law for losses arising from the exercise of the voting arrangements set out in this Section 4.10 of the Deposit Agreement on the grounds that voting in accordance with this Section 4.10 of the Deposit Agreement is in violation of ROC law. In the event the Depositary does not receive such opinion, or the Voting Representative informs the Depositary that he or she does not wish to be so authorized, the Depositary will not grant the Management Authorization but will cause the Deposited Securities to be present at the shareholders' meeting to the extent practicable and permitted by applicable law for the purpose of satisfying quorum requirements but will not cause the Deposited Securities to be voted or the Management Authorization to be granted.

Management Authorization. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in this Section 4.104.10 of the Deposit Agreement) the Depositary has not, prior to the date established for such purpose by the Depositary received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors and/or supervisors) then, subject to the following paragraph, the Holders shall be deemed to have instructed the Depositary's nominee to give a discretionary authorization (a "Management Authorization") to the Voting Representative as the representative of the Registered Holder (and indirectly of the Depositary, the Holders and the Beneficial Owners) to attend and vote at such meeting all the Deposited Securities represented by ADSs (including Temporary ADSs) then outstanding in his or her discretion. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders and Beneficial Owners. The Depositary's grant of a Management Authorization in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel addressed to, and in form and substance satisfactory to, the Depositary to the effect that under ROC law (i) the arrangements relating to the Management Authorization are permissible, and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when causing the voting in accordance with this Section 4.10 and will not (in the absence of negligence, bad faith or breach of contract, and subject to general principles of agency) be subject to any liability under ROC law for losses arising from the exercise of the voting arrangements set out in this Section 4.10 on the grounds that voting in accordance with this Section 4.10 is in violation of ROC law. In the event the Depositary does not receive such opinion, or the Voting Representative informs the Depositary that he or she does not wish to be so authorized, the Depositary will not grant the Management Authorization but will cause the Deposited Securities to be present at the shareholders' meeting to the extent practicable and permitted by applicable law for the purpose of satisfying quorum requirements but will not cause the Deposited Securities to be voted or the Management Authorization to be granted.with