Common use of Management Organization Clause in Contracts

Management Organization. 9.1. The JVC shall implement a system under which the General Manager assumes responsibility under the leadership of the Board of Directors, and shall establish an operation and management organization to oversea the day-to-day operation and management of the JVC. The operation and management organization shall have one General Manager who shall have a term of four (4) years and may serve consecutive terms upon approval by the Board. The Parties agree that the General Manager shall be nominated by Party B. 9.2. The General Manager has the following authorities and responsibilities: (1) to organize and implement resolutions of the Board and report to the Board of Directors; (2) to be fully responsible for the day-to-day administration, operation and financial management of the JVC; (3) to devise development plans for the JVC, annual production and operation plans, and profit allocation proposal; (4) to organize the implementation of the annual operation plan and investment proposals for the JVC; (5) to propose the internal management organization ; (6) to draft the management rules and policies for the JVC; (7) to set up rules and regulations for the JVC; (8) to employ or dismiss management members, except for those who should be employed or dismissed by the Board of Directors; (9) to decide on matters relating to employment, reward, punishment and dismiss of employees of the JVC; (10) to deal with important external business matters on behalf of the JVC; and (11) to perform other duties granted by the Board. 9.3. When performing his/her duties, the General Manager shall not change the resolutions of the Board and exceed the scope of authority granted to him/her. The General Manager shall submit a monthly operation report and a monthly financial report to the Board of Directors within thirty (30) days following the close of month reported. 9.4. The Parties agree that the JVC’s operation and management, business development, financial proposals and implementation plans for various projects shall strictly adhere to the principles and development plans devised by the Parties set forth in the feasibility study report in Appendix F hereto, including structural organization, number of employees, financial budget, salary levels, research and development plan, renovation of manufacturing plants, facility upgrades, marketing and sales. The feasibility study report is attached hereto as Appendix F. 9.5. When the General Manager is unable to exercise his authorities or perform his duties due to temporary absence, illness or disability, the person designated by the General Manager shall perform the duties and exercise the authorities of the General Manager. The Board shall convene a Board meeting to decide the replacement of the General Manager when a replacement is required. 9.6. The General Manager is accountable to the Board. The General Manager and other management member shall not engage in any activities that may compete with or be detrimental to the interests of the JVC, and they shall not concurrently assume any position in other organizations. 9.7. The operation management organization may have certain department managers who are accountable to the General Manager, oversee the work of each department, implement tasks assigned by the General Manager . The department manager (head) of each department shall be appointed by the General Manager. 9.8. The Board may adopt resolutions to dismiss and replace the General Manager or other senior managers who has committed a corrupt act or gross neglect of duty.

Management Organization. 9.1. The JVC shall implement a system under which the General Manager assumes responsibility under the leadership of the Board of Directors, and shall establish an [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. operation and management organization to oversea the day-to-day operation and management of the JVC. The operation and management organization shall have one General Manager who shall have a term of four (4) years and may serve consecutive terms upon approval by the Board. The Parties agree that the General Manager shall be nominated by Party B. 9.2. The General Manager has the following authorities and responsibilities: (1) to organize and implement resolutions of the Board and report to the Board of Directors; (2) to be fully responsible for the day-to-day administration, operation and financial management of the JVC; (3) to devise development plans for the JVC, annual production and operation plans, and profit allocation proposal; (4) to organize the implementation of the annual operation plan and investment proposals for the JVC; (5) to propose the internal management organization ; (6) to draft the management rules and policies for the JVC; (7) to set up rules and regulations for the JVC; (8) to employ or dismiss management members, except for those who should be employed or dismissed by the Board of Directors; (9) to decide on matters relating to employment, reward, punishment and dismiss of employees of the JVC; (10) to deal with important external business matters on behalf of the JVC; and (11) to perform other duties granted by the Board. 9.3. When performing his/her duties, the General Manager shall not change the resolutions of the Board and exceed the scope of authority granted to him/her. The General Manager shall submit a monthly operation report and a monthly financial report to the Board of Directors within thirty (30) days following the close of month reported. 9.4. The Parties agree that the JVC’s operation and management, business development, financial proposals and implementation plans for various projects shall strictly adhere to the principles and development plans devised by the Parties set forth in the feasibility study report in Appendix F hereto, including structural organization, number of employees, financial budget, salary levels, research and development plan, renovation of manufacturing plants, facility upgrades, marketing and sales. The feasibility study report is attached hereto as Appendix F.F. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 9.5. When the General Manager is unable to exercise his authorities or perform his duties due to temporary absence, illness or disability, the person designated by the General Manager shall perform the duties and exercise the authorities of the General Manager. The Board shall convene a Board meeting to decide the replacement of the General Manager when a replacement is required. 9.6. The General Manager is accountable to the Board. The General Manager and other management member shall not engage in any activities that may compete with or be detrimental to the interests of the JVC, and they shall not concurrently assume any position in other organizations. 9.7. The operation management organization may have certain department managers who are accountable to the General Manager, oversee the work of each department, implement tasks assigned by the General Manager . The department manager (head) of each department shall be appointed by the General Manager. 9.8. The Board may adopt resolutions to dismiss and replace the General Manager or other senior managers who has committed a corrupt act or gross neglect of duty.

Management Organization. 9.11. The JVC company shall implement have a system under which the General Manager assumes responsibility under the leadership of the Board of Directors, and shall establish an operation and management organization to oversea the day-to-day operation responsible for daily operations and management of the JVCCompany. The operation and management organization shall have one General Manager a general manager, who shall be engaged or dismissed by the board of directors; and shall have a another three senior officers, separately recommended by the three parties with each Party recommending one candidate, all of whom shall be examined by the general manager and engaged or dismissed by the board of directors. 2. The provisions of Article 10 hereof on limitation to serving as directors shall also apply to senior officers. 3. The provisions of Article 10 hereof on the fiduciary obligation of directors shall also apply to senior officers. 4. The engagement or dismissal of the general manager shall be decided by the board of directors. The term of four (4) years and office of the general manager shall be one years. A general manager may serve consecutive terms upon approval if so decided by the Boardboard of directors upon expiration of his term of office. The Parties agree that the General Manager general manager shall be nominated by Party B. 9.2. The General Manager has accountable to the board of directors and shall exercise the following authorities functions and responsibilitiespowers in accordance with the "Company Law" and the Articles of Association of the Company: (1) to be in charge of the production, operation and management of the Company, and to organize and implement the implementation of the resolutions of the Board and report to the Board board of Directorsdirectors; (2) to be fully responsible for the day-to-day administration, operation and financial management of the JVC; (3) to devise development plans for the JVC, annual production and operation plans, and profit allocation proposal; (4) to organize the implementation of the annual operation plan business plans and investment proposals plans of the Company; (3) to draft the plan for the JVCestablishment of the Company's internal management organization; (4) to draft the basic management system of the Company; (5) to propose formulate the internal management organization specific rules and regulations of the Company; (6) to draft request the management rules and policies board of directors for the JVCemployment or dismissal of the deputy manager(s), the financial director and the senior director(in charge of ground WiFi); (7) to set up rules and regulations for decide on the JVC; (8) employment or dismissal of management personnel other than those to employ or dismiss management members, except for those who should be employed or dismissed by the Board board of Directors; (9) to decide on matters relating to employment, reward, punishment and dismiss of employees of the JVC; (10) to deal with important external business matters on behalf of the JVCdirectors; and (11) to perform 8) other duties granted functions and powers delegated by the Board. 9.3board of directors. When performing his/her dutiesThe above paragraph (3) and (4) shall be submitted to the board of directors for consideration and approval. The board of directors may replace the general manager, the General Manager shall not change the deputy general manager(s) or other senior officers by resolutions of the Board and exceed the scope board of authority granted directors at any time in case such persons are proved to him/her. The General Manager shall submit a monthly operation report and a monthly financial report to the Board of Directors within thirty (30) days following the close of month reportedhave been engaged in malpractices for selfish ends or have seriously neglected their duties. 9.4. The Parties agree that the JVC’s operation and management, business development, financial proposals and implementation plans for various projects shall strictly adhere to the principles and development plans devised by the Parties set forth in the feasibility study report in Appendix F hereto, including structural organization, number of employees, financial budget, salary levels, research and development plan, renovation of manufacturing plants, facility upgrades, marketing and sales. The feasibility study report is attached hereto as Appendix F. 9.5. When the General Manager is unable to exercise his authorities or perform his duties due to temporary absence, illness or disability, the person designated by the General Manager shall perform the duties and exercise the authorities of the General Manager. The Board shall convene a Board meeting to decide the replacement of the General Manager when a replacement is required. 9.6. The General Manager is accountable to the Board. The General Manager and other management member shall not engage in any activities that may compete with or be detrimental to the interests of the JVC, and they shall not concurrently assume any position in other organizations. 9.7. The operation management organization may have certain department managers who are accountable to the General Manager, oversee the work of each department, implement tasks assigned by the General Manager . The department manager (head) of each department shall be appointed by the General Manager. 9.8. The Board may adopt resolutions to dismiss and replace the General Manager or other senior managers who has committed a corrupt act or gross neglect of duty.

Management Organization. 9.1. 9.1 The JVC shall implement have a system under which the General Manager assumes responsibility under the leadership of the Board of Directors, and shall establish an operation and management organization to oversea be responsible for the day-to-day to day operation and management of the JVC. The operation and management organization shall have one (1) General Manager who whom shall be nominated by Party A. The JVC shall have three (3) Deputy General Managers whom shall be jointly nominated by both Parties through consultation. The General Manager and Deputy General Managers shall be appointed by the Board of Directors and each shall serve a term of four office of three (43) years years. Upon reappointment, the General Manager and Deputy General Managers may serve consecutive terms upon approval by the Board. terms. 9.2 The Parties agree that major responsibilities of the General Manager shall be nominated by Party B. 9.2. The General Manager has to carry out the following authorities and responsibilities: (1) various decisions of the Board, to organize and implement resolutions of the Board and report to the Board of Directors; (2) to be fully responsible for lead the day-to-day administration, business operation and financial management of the JVC; (3) . The Deputy General Managers shall provide assistance to devise development plans for the JVC, annual production General Manager and operation plans, carry out necessary duties and profit allocation proposal; (4) to organize the implementation powers of the annual operation plan General Manager in his/her absence. The General Manager shall consult with the Deputy General Managers when making decisions on major issues. 9.3 The JVC shall have one (1) Financial Manager and investment proposals for one (1) Human Resources Manager whom shall be nominated by the JVC; (5) to propose the internal management organization ; (6) to draft the management rules General Manager and policies for the JVC; (7) to set up rules approved and regulations for the JVC; (8) to employ or dismiss management members, except for those who should be employed or dismissed appointed by the Board of Directors; (9) . The JVC management organization may have department managers to decide on matters relating to employment, reward, punishment and dismiss of employees be responsible for the work in various departments of the JVC; (10) , handle matters assigned by and report to deal with important external business matters on behalf of the JVC; and (11) to perform other duties granted by the Board. 9.3. When performing his/her duties, the General Manager shall not change the resolutions of the Board and exceed the scope of authority granted to him/her. Deputy General Managers. 9.4 The General Manager and Deputy General Managers of the JVC shall submit a monthly operation report and a monthly financial report to not concurrently hold positions as the senior officer of any other economic organization, or participate in the competition of other economic organization against the JVC, unless specifically approved by the Board of Directors within thirty (30) days following the close of month reportedin writing. 9.4. 9.5 The Parties agree that General Manager, Deputy General Managers and other senior management personnel of the JVC’s operation and management, business development, financial proposals and implementation plans for various projects JVC shall strictly adhere to the principles and development plans devised by the Parties set forth in the feasibility study report in Appendix F hereto, including structural organization, number of employees, financial budget, salary levels, research and development plan, renovation of manufacturing plants, facility upgrades, marketing and sales. The feasibility study report is attached hereto as Appendix F. 9.5. When the General Manager is unable to exercise his authorities or diligently perform his duties due to temporary absence, illness or disability, the person designated by the General Manager shall perform the their duties and exercise the authorities of the General Managerresponsibilities. The Board shall convene of Directors may, by a resolution adopted by the Board meeting to decide the replacement of the General Manager when a replacement is required. 9.6. The General Manager is accountable to the Board. The General Manager and other management member shall not engage in Directors, at any activities that may compete with or be detrimental to the interests of the JVC, and they shall not concurrently assume any position in other organizations. 9.7. The operation management organization may have certain department managers who are accountable to time remove the General Manager, oversee the work of each department, implement tasks assigned by the Deputy General Manager . The department manager (head) of each department shall be appointed by the General Manager. 9.8. The Board may adopt resolutions to dismiss and replace the General Manager Managers or any other senior managers who has committed a corrupt act officers for jobbery or gross neglect material breach of dutyduties.