Common use of Operation and Management Clause in Contracts

Operation and Management. 2.1 Party B and the Shareholders hereby agree to accept and strictly implement corporate policies and directions advised by Party A from time to time concerning employee employment and dismissal, daily operation and management, financial management system and etc of Party B. 2.2 Party B and the Shareholders hereby agree that the Shareholders will appoint the persons designated by Party A as Party B’s directors in accordance with the procedures as provided in the laws and regulations of the PRC and Party B’s articles of association and ensure the person designated by Party A to serve as the chairman of the board or executive director of Party B, and Party B will appoint the persons designated by Party A as the general manager, financial controller and other senior officers of Party B. 2.3 In the event that any of the said directors or senior officers designated by Party A resigns from or is dismissed by Party A, he/she shall be disqualified to serve any positions in Party B. In such case, the Shareholders shall dismiss, or cause Party B to dismiss, the said persons immediately, and shall appoint other persons designated by Party A to replace such positions forthwith. 2.4 For the purpose of Article 2.3 above, the Shareholders shall take all corporate actions necessary to effect the said appointment and dismissal in accordance with the laws, regulations, the articles of association of Party B and this Agreement. 2.5 Each of the Shareholders hereby agrees to issue a Power of Attorney substantially in the form of Appendix 1 hereto upon execution of this Agreement, according to which, each of the Shareholders shall irrevocably authorizes Party A or any person or entity designated by Party A to exercise the shareholder rights for and on behalf of them and to exercise all voting rights of the Shareholders in the name of them in any shareholders’ meetings of Party B.