Common use of Matters of the Company Requiring the Approval of the Board of Directors Clause in Contracts

Matters of the Company Requiring the Approval of the Board of Directors. Notwithstanding any provisions of this Agreement or of the Articles of Association, no resolution shall be passed or other decision or action taken by or on behalf of the Company, or the Board of Directors, concerning any of the following matters with respect to the Company without the affirmative vote or consent recorded in writing of at least eighty-one percent (81%) of the members of the Board of Directors and the Company shall procure, as applicable, that no resolution shall be passed or other decision of action taken by or on behalf of the China Sub or the Relevant Subsidiary concerning any of the following matters with respect to the China Sub or Relevant Subsidiary, as applicable, without the affirmative vote or consent recorded in writing of at least eighty-one percent (81%) of the members of the Board of Directors: (a) the entering into of any contract or transaction outside the ordinary course of business of the Company, the China Sub, or the Relevant Subsidiary, as applicable, in excess of US$200,000; (b) the granting of any guarantee, indemnity or security or the creation of any mortgage, charge or encumbrance in respect of any part of the assets or undertaking of the Company, the China Sub, or the Relevant Subsidiary in excess of US$200,000; (c) any significant change to the business of the Company, the China Sub, or the Relevant Subsidiary to areas materially different from the current products and/or services offered; (d) declare, make, or pay any distribution of capital, income, and/or dividends to the security holders of the Company, the China Sub, or the Relevant Subsidiary, as applicable; (e) repurchase or cancel any capital stock of the Company, the China Sub, or the Relevant Subsidiary; (f) enter into any material transaction with any member of the Board of Directors, officer, employee, or shareholder of the Company or any company controlled, directly or indirectly, by a member of the Board of Directors, officer, employee or shareholder of the Company not in the ordinary course of business or on terms more favorable than those provided to unrelated third parties under similar circumstances; (g) the appointment of or change in the auditor of the Company, the China Sub, or the Relevant Subsidiary, unless such auditor is a “Big 4” accounting firm; and (h) the sale, transfer, lease, assignment or other disposal of a material part of the undertaking, property and/or assets of the Company, the China Sub, or the Relevant Subsidiary with a book value (as reflected in its respective financial statements) in excess of US$200,000 or the entering into of any contract to do so.

Matters of the Company Requiring the Approval of the Board of Directors. Notwithstanding any provisions of this Agreement or of the Articles of Association, the Company undertakes to the Shareholders that no resolution shall be passed or other decision or action taken by or on behalf of the Company, or the Board of Directors, concerning any of the following matters with respect to the Company without the affirmative vote or consent recorded in writing of at least eighty-one percent (81%) of the members of the Board of Directors and the Company shall procure, as applicable, that no resolution shall be passed or other decision of action taken by or on behalf of the China Beijing Sub, the Shanghai Sub or the Relevant Subsidiary concerning any of the following matters with respect to the China Beijing Sub, the Shanghai Sub or Relevant Subsidiary, as applicable, without the affirmative vote or consent recorded in writing of at least eighty-one percent (81%) of the members of the Board of Directors: (a) the entering into of any contract or transaction outside the ordinary course of business of the Company, the China Sub, or the Relevant Subsidiary, as applicableits business, in excess of US$200,000; (b) the granting of any guarantee, indemnity or security or the creation of any mortgage, charge or encumbrance in respect favor of any part of the assets or undertaking of the Company, the China Sub, or the Relevant Subsidiary in excess of US$200,000person other than a Group Company (as defined below); (c) any significant change to the its business of the Company, the China Sub, or the Relevant Subsidiary to areas materially different from the current products and/or and/ or services offered; (d) declare, make, or pay any distribution of capital, income, and/or dividends to the security holders of the Company, the China Sub, Beijing Sub or the Relevant SubsidiaryShanghai Sub, as applicable; (e) repurchase or cancel any capital stock of the Company, the China Sub, Beijing Sub or the Relevant SubsidiaryShanghai Sub; (f) enter into any material transaction with any member of the Board of Directors, officer, employee, or shareholder of the Company or any company controlled, directly or indirectly, by a member of the Board of Directors, officer, employee or shareholder of the Company not in the ordinary course of business or on terms more favorable than those provided to unrelated third parties under similar circumstances; (g) the appointment of or change in the auditor of the Company, the China Sub, or the Relevant Subsidiary, unless such auditor is a “Big 4” accounting firm; and (h) the sale, transfer, lease, assignment or other disposal of a material part of the its undertaking, property and/or assets of the Company, the China Sub, or the Relevant Subsidiary with a book value (as reflected in its respective financial statements) in excess of US$200,000 400,000 or the entering into of any contract to do so.