Common use of Reserved Matters Clause in Contracts

Reserved Matters. Following Completion and until the Discharge Time, the Company shall not, and the Company shall procure and ensure that each member of the Group from time to time shall not, without the prior written consent of the Investor (such consent not to be unreasonably withheld or delayed): 8.3.1 amend or adopt any change to its articles of association, memorandum of association or other constitutional documents; 8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or any of its assets; 8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein; 8.3.5 acquire any shares or other securities which has not been approved by the Investor; 8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being (as amended by the Restated Articles); 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the Preferred Shares); 8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clause.

Reserved Matters. Following Completion and until the Discharge Time, the Company shall not, and the Company 8.1 The Issuer shall procure and ensure that each no action or decision relating to any of the matters below (being the Reserved Matters) shall be taken by the Issuer or any member of the its Group from time to time shall not, without the prior written consent of the Investor Agent (such consent not to be unreasonably withheld or delayedwithheld): 8.3.1 amend or adopt 8.1.1 any change amendment to its articles of association, memorandum of association or other constitutional documents; 8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or any of its assets; 8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein; 8.3.5 acquire any shares or other securities which has not been approved by the Investor; 8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company Issuer that materially adversely amends the rights attaching to the Shares or adversely amends the rights attaching to the Notes; 8.1.2 the issue of further Shares or other equity securities or equity instruments in each case for the time being (as amended cash consideration by the Restated ArticlesIssuer, (including but not limited to warrants and options but excluding any Shares issued pursuant to the terms of any employee share scheme), representing more than 25% of the fully diluted share capital of the Issuer; 8.1.3 proposing or paying any dividend or making any other type of distribution; 8.1.4 subscribing or otherwise acquiring, or disposing of, any equity capital of any other person or acquiring or disposing of any business or assets outside of ordinary course customer sales which, in each case, represents in value more than 5% of the net revenue, or 25% of the gross assets, or 25% of the market capitalisation of the Issuer; 8.1.5 for as long as any Note remains outstanding, not to create, issue or permit to subsist any debt or security which ranks senior to the Notes. 8.1.6 permitting the Issuer to cease, or proposing to cease, to carry on its business or permit the Issuer or its directors (or any one of them) to take any step to wind up the Issuer, save where it is insolvent; 8.1.7 permitting the Issuer or its directors (or any one of them) to take any step to place the Issuer into administration (whether by the filing of an administration application, a notice of intention to appoint an administrator or a notice of appointment), permitting the Issuer or its directors to propose or enter into any arrangement, scheme, moratorium, compromise or composition with its creditors or to invite the appointment of a receiver or administrative receiver over all or any part of the Issuer’s assets or undertaking, save where it is insolvent; 8.1.8 making any material change to the nature of the business of the Issuer outside of ordinary course product development activities or the jurisdiction where it is managed and controlled; 8.1.9 making any change to the Issuer’s accounting reference date or any material change to its accounting policies, bases or methods from those set out in its most recent audited accounts (other than as recommended by its auditors); 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make 8.1.10 entering into any material decision transaction, outside of ordinary course of business or in relation to employment arrangements, with any litigation director or arbitration; 8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case officer of the Company, to the holders Issuer or with any person who is connected with any such director of the Preferred Shares);officer; or 8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered 8.1.11 entering into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or other commitment to engage in or effect do any of the foregoing matters things referred to in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this ClauseCondition 8.1.

Reserved Matters. Following Completion and until the Discharge Time, the 3.1 The Company shall must not, and must procure that members of the Company shall procure Group will not, proceed with any of the matters specified below without the approval of the Shareholders by Special Resolution: (a) alter any rights attached to its Shares; (b) amend its Articles or other equivalent document; (c) save and ensure except in accordance with the provisions of this Agreement: (i) effect any change to its share capital, including by issuing Securities, effecting any distribution out of capital, reclassifying, consolidating or (ii) buyback, redeem, purchase, reduce, or cancel any of its Securities; (iii) sell or transfer any Securities; or (iv) effect any reorganization of its share capital, including creation of any trust structure; (d) change its name or registered office; (e) cease to carry on business or sell or dispose of all or substantially all its assets; (f) pass any resolution for its liquidation or present any petition for its administration; or (g) amalgamate or merge with any other company or business undertaking. (h) Increase or decrease the Company’s capital. (i) vary the terms of the Share Option Plan or adopt a share incentive plan other than the Share Option Plan; (j) issue Securities or register a transfer of Securities unless the provisions of this Agreement have been complied with; (k) create any new class of Securities with rights that are superior to the Preference Shares; (l) enter into or establish any joint venture with any third party, or acquire or invest in any other company or business, or incorporate any subsidiary; (m) sell, transfer, assign, pledge, charge, or otherwise dispose of any intellectual property rights owned or used by the Group; 3.2 The Board, and the board of directors of each member of the Group from time to time shall notGroup, must not approve or proceed with any of the matters specified below without the prior written consent of the Investor Shareholder Majority: (such consent not to be unreasonably withheld or delayed): 8.3.1 amend or adopt any a) make a material change to its articles of association, memorandum of association or other constitutional documents; 8.3.2 make any change to in the nature of its business or cease all or a substantial part of its business activitiesthe Group's business; 8.3.3 pass any resolution for (b) appoint a director other than pursuant to Clause 2.3 of this Agreement; (c) appoint or take any step which would result in winding up remove its auditors; (d) appoint or liquidation, remove or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for materially change the appointment terms of the engagement of a receiver, manager Founder or judicial manager other key executives or like officer in respect of itself or pay bonus to any of its assetssuch person; 8.3.4 transfer, dispose of create any Encumbrance over (e) change the accounting practices or otherwise deal with any asset or interest therein; 8.3.5 acquire any shares or other securities which has not been approved by the Investor; 8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being (as amended by the Restated Articles); 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the Preferred Shares); 8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf policies of any member of the Group; (f) declare, and make, or pay dividends; (g) incur unplanned capital expenditure not in the Company shall procure that budget of more than seventy five thousand US dollars (USD 75,000); (h) incur unplanned financial indebtedness (including any indebtedness present or future, actual or contingent, in respect of money borrowed or raised) not in the other members or holders budget; (i) grant any Third-Party Rights in respect of shares a material part of the Company and each other member Company's assets, properties, or undertaking, or grant any guarantee in favor of the Group shall not vote on, approve, pass obligations of a third party; or (j) enter into any resolution transaction or permit arrangement with any Shareholder (or any subsidiary of affiliated entity of any Shareholder) otherwise than on arm's-length terms. (k) make any guarantees of the foregoing matters until prior written consent due payment of the Investor has been obtained in accordance with this Clausemoney or performance of any contract. (l) lend any money.

Reserved Matters. Following Completion and until So long as the Discharge Timeholders of Preferred Stock are entitled to elect Preferred Stock Directors, the Company shall not, and the Company shall procure and ensure agrees that each member of the Group from time to time shall it will not, without the prior written consent approval of the Investor Board, which approval must include the affirmative vote of a majority of the Preferred Stock Directors: (such consent not to be unreasonably withheld or delayed): 8.3.1 amend or adopt any change to its articles of association, memorandum of association or other constitutional documents; 8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidationa) make, or enter into administration permit any subsidiary to make, any loan or receivership, undertake any amalgamation, merger or restructuringadvance to, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or own any of its assets; 8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein; 8.3.5 acquire any shares stock or other securities which has not been of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the InvestorBoard; 8.3.6 allot(c) guarantee, issuedirectly or indirectly, redeemor permit any subsidiary to guarantee, repurchase directly or cancel indirectly, any equity indebtedness except for trade accounts of the Company or debt securities or instruments convertible or exchangeable for any subsidiary arising in the sameordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors, other than, than trade credit incurred in the case ordinary course of business; (f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) thereof, except for transactions contemplated by this Agreement, the Stock Purchase Agreements, or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, a redemption enter new lines of business, or cancellation exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the Preferred Shares in accordance with ordinary course of business; or (j) enter into any corporate strategic relationship involving the articles of association of payment, contribution, or assignment by the Company for the time being (as amended by the Restated Articles); 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders Company of the Preferred Shares); 8.3.10 change any authorized signatory money or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other assets greater than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clause$1,000,000.

Reserved Matters. Following Completion Notwithstanding anything to the contrary in this Note or the articles or other constitutional documents of the Group Companies, or any shareholders agreement in relation to any Group Company, save as expressly set out in this Note, so long as any Series Pre-A Shares have not been converted by and until issued to the Discharge TimeHolder or its designated Affiliate pursuant to the Note, the Company shall not, and the procure that no Group Company shall procure and ensure that each member effect, or enter into any arrangement, or pass any resolution to effect, any of the Group from time to time shall not, following matters without the prior written consent of the Investor Holder: (such consent not to be unreasonably withheld i) any amendment or delayed): 8.3.1 amend change of the rights, preferences, privileges or adopt powers of, or the restrictions provided for the benefit of, any change to its articles series of association, memorandum preferred shares of association or other constitutional documentsthe Company (the “Preferred Shares”); 8.3.2 make (ii) any change action that creates, authorizes the creation of or issues any Preferred Shares or any other security convertible into or exercisable for any equity security having rights, preferences or privileges senior to or on parity with any series of the Preferred Shares, or increase the authorized number of shares of any series of the Preferred Shares; (iii) any purchase, repurchase, redemption or retirement of any Equity Securities, other than repurchases pursuant to the nature Restated Articles, any equity incentive, purchase or participation plan for the benefit of its business or cease all or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidationemployees, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or any of its assets; 8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein; 8.3.5 acquire any shares or other securities which has not been share restriction agreements approved by the Investorboard of the Company upon termination of a director, employee or consultant; 8.3.6 allot(iv) any amendment or modification to or waiver under any of the constitutional documents in a manner adverse to any series of the Preferred Shares; (v) any declaration, issueset aside or payment of a dividend or other distribution, redeemor the adoption of, repurchase or cancel any change to, the dividend policy; (vi) adoption of any equity incentive, purchase or debt securities or instruments convertible or exchangeable participation plan for the samebenefit of employees, other thanofficers, in directors, contractors, advisors or consultants pursuant to which equity securities representing more than 10% of the case Company’s issued and outstanding share capital as of immediately after the First Closing shall be issuable; (vii) any trade sale, liquidation, dissolution or winding up of the Company, a redemption whether voluntary or cancellation involuntary; (viii) any incurrence of indebtedness or guarantees of indebtedness (i) individually in an amount in excess of the Preferred Shares in accordance with lower of (A) RMB10,000,000 or (B) during any fiscal year starting from the articles second year of association business operation of the Company for Group Companies, 5% of the time being (as amended by value of the Restated Articles); 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case consolidated total assets of the Company, as reflected in the Company’s audited financial statements for the prior fiscal year or (ii) in the aggregate during any twelve (12) month period in the aggregate amount in excess of the lower of (A) RMB20,000,000 or (B) during any fiscal year starting from the second year of business operation of the Group Companies, 10 % of the value of the consolidated total assets of the Company, as reflected in the Company’s audited financial statements for the prior fiscal year; (ix) any material change to the holders business scope or nature of the Preferred Shares); 8.3.10 change any authorized signatory business, or signatory arrangements cessation of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliatesbusiness line; and 8.3.13 enter into (x) adoption of or create change to, a significant tax or accounting practice or policy or any agreement internal financial controls and authorization policies, or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf making of any member of the Group, and the Company shall procure that the other members significant tax or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clauseaccounting election.

Reserved Matters. Following Completion and until the Discharge Time9.1 The Company, the Company shall notPRC Subsidiaries and the Founder undertake to the Investors, and each of the Shareholders (other than an Investor who holds any Common Shares) undertakes to the other Shareholders that, following the First Completion it/he shall exercise all its/his powers in relation to the Company and/or other Group Companies (including the PRC Subsidiaries) so as to procure that, subject to any Applicable Law, the following matters (the "RESERVED MATTERS") shall procure not be effected, and ensure that each member no agreement or commitment to engage in any such matters shall be entered into by the Company or any other Group Companies (with references herein to the "Company" deemed to be read also as a reference to all of the other Group from time to time shall notCompanies under this Clause 9.1), except as contemplated in this Agreement, the Subscription Agreement and the Transaction Documents: 9.1.1 without the prior written consent of all Investors: (A) make any loans or investments or acquire any securities (listed or unlisted) or grant any loans or give any credit (other than normal trade credit or to other Group Companies) or give any guarantee or indemnity (save to the Investor Company's bankers to secure borrowings by the Company within the agreed limit) with an aggregate accumulative value at any time being in excess of Five Hundred Thousand United States Dollars (such consent not to be unreasonably withheld or delayed): 8.3.1 amend or adopt any change to its articles of association, memorandum of association or other constitutional documentsUS$500,000); 8.3.2 (B) acquire, grant an operating right in relation to or otherwise dispose of any shares or securities or material part of its business or assets (excluding current assets) with an aggregate accumulative value for any financial year being in excess of One Million United States Dollars (US$1,000,000), (C) make any material change to in the nature of its business business; (D) enter into transactions not on a bona fide arm's length basis or cease all or a substantial part not in the ordinary course of business; (E) enter into any arrangement with any of its business activitiesdirectors or shareholders or any Related Party Transactions (except pursuant to the ESOP); 8.3.3 (F) change its auditors or accounting reference date or accounting policies and bases; (G) adopt or approve any business plan or annual budget; (H) pass any resolution for or take any step which would result in the winding up up, liquidation or liquidation, or enter entering into administration or receivership, receivership of any Group Company; or undertake any amalgamationamalgamation or merger (other for the purpose of a Reorganisation or a Share Swap), merger reconstruction or restructuring, liquidation exercise concerning any Group Company; or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself any Group Company or any of its assetsmaterial assets thereof; 8.3.4 transfer(I) create or issue any new class of shares having preference over the Common Shares or equity interests in issue as at the date hereof, dispose or do any act which has the effect of create diluting or reducing the effective shareholding of any Encumbrance over or otherwise deal with any asset or interest thereinInvestor in the Company on a Fully-Diluted Basis, save for the purpose of implementing the ESOP and issue of up to 700,000 Common Shares to ATS (on the basis of the shareholding structure set out in Schedule 1); 8.3.5 (J) select the listing exchange or the underwriters for an IPO or approve the valuation and terms and conditions for the IPO, whether or not the IPO is a Qualified IPO; (K) change its authorized or issued share capital, constitutional documents, or capitalize any debenture (except conversion of the Convertible Notes and issue of Common Shares upon exercise of options granted under the ESOP), or re-purchase, redeem or acquire any securities (except as provided in the conditions of the Convertible Notes); (L) issue any new shares or options or other securities which has not been approved by (including warrants, options or other rights to acquire shares) for acquisitions or otherwise (except pursuant to the Investor; 8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being (as amended by the Restated ArticlesESOP); 8.3.7 incur (M) enter into any indebtednessjoint venture, assume partnership or consortium arrangement; (N) enter into any contract or arrangement which involves a consideration or payment or receipt exceeding Five Million United States Dollars (US$5,000,000) to be made within any one year; or (O) make any capital commitment of an amount exceeding Two Million United States Dollars (US$2,000,000); 9.1.2 without the favourable votes from the Investor's Director nominated by each Investor in a duly convened meeting of the Board or the relevant committee of the Board: (A) hire any Person as the chief financial obligationofficer, provide the chief operation officer and any position with vice-president titles; (B) approve the terms of the ESOP, or grant any guarantee, security new employee share or indemnity to secure or otherwise create any liability or obligation for or in respect stock option plan apart from the ESOP; (C) change the terms of employment of any borrowed money, indebtedness or other financial obligation;employee whose base salary is in excess of Fifty Thousand United States Dollars (US$50,000) per annum; or 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 (D) declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the Preferred Shares);shareholders. 8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and the Company shall procure that the other members or holders of shares 9.1 Each of the Company and the PRC Subsidiaries agrees that it will exercise or refrain from exercising any voting rights or other powers of Control which it may have in or over any of its directly owned subsidiaries (each other member a "DIRECTLY OWNED SUBSIDIARY") so as to ensure that none of the Group shall actions set out in Clause 9.1 will be taken by any such Directly Owned Subsidiary without the same prior approval as required under Clause 9.1, insofar as it is not vote on, approve, pass any resolution inconsistent with or permit any contrary to the Applicable Law of the foregoing matters until prior written consent jurisdiction in which such Directly Owned Subsidiary is organised or the constitutional document of such Directly Owned Subsidiary. 9.2 Each of the Investor has been obtained Company and the PRC Subsidiaries also agrees that it will procure each of its Directly Owned Subsidiaries to exercise or refrain from exercising any voting rights or other powers of Control (whether direct or indirect) which it may have in accordance or over any company which is an indirectly owned subsidiary of the Company (an "INDIRECTLY OWNED SUBSIDIARY") so as to ensure that none of the actions set out in Clause 9.1 will be taken by such Indirectly Owned Subsidiary without the same prior approval as required under Clause 9.1, insofar as it is not inconsistent with this Clauseor contrary to the Applicable Law of the jurisdiction in which such Indirectly Owned Subsidiary is organised or the constitutional document of such Indirectly Owned Subsidiary.

Reserved Matters. Following Completion 7.01 Except in respect of any matter expressly provided for herein, for the purposes of this Agreement the following matters are Reserved Matters which required 3 directors to approve— (a) save and until except in the Discharge Timeevent of inadequacy of operation expenses, Xxxx will be responsible to raise further fund/loan to perform the listing, the Company shall not, and the Company shall procure and ensure that each member creation or issue of any share or loan capital or any obligation convertible into share capital or loan capital or increase of authorised shares of the Group from time to time shall not, without JV Company must be approved by 3 directors; (b) the prior written consent grant of any option of the Investor JV Company; (such consent not c) the consolidation, sub-division or alteration of any rights attached to be unreasonably withheld any share capital of the JV Company, the purchase by the JV Company of its own shares, the reduction of its share capital, the capitalisation of any amount standing to the credit of any reserve of the JV Company or delayed):the reorganisation of any of the share capital of the JV Company; 8.3.1 amend (d) the incorporation or adopt acquisition of any change to its articles subsidiary or the subscription for or the acquisition of association, memorandum of association any shares or other constitutional documentssecurities or interest in any company; 8.3.2 make (e) the giving of any change guarantee or indemnity not in the ordinary course of business; (f) the declaration and/or payment of any dividend otherwise than in accordance with clause 8; (g) the grant to any person of a right to appoint any director of the JV Company, the entering into of any agreement for the management of the JV Company or the incurring of any management charges; (h) the appointment or removal of the Auditors (other than the re-appointment of the first auditors of the JV Company); (i) the changing of any of the accounting principles or conventions of the JV Company, otherwise than as required by law or in order to comply with any applicable statement of standard accounting practice or Financial Reporting Standard; (j) the alteration of any provision of the Memorandum or Articles or the passing of any resolution inconsistent with any such provision; (k) the provision of any credit or making of a loan or advance for any person other than in the normal course of the Business; (1) any material variation, extension or limitation of the nature or scope of the Business; (m) the commencement or defence of any legal proceedings or arbitration, other than routine debt collection; (n) the purchase, lease or acquisition of any site or building for use in the Business and/or any immovable property which is substantial in relation to the nature JV Company or the acquisition of its business any other business; (o) the sale, lease, transfer, mortgage, charge, pledge or cease all other disposition of the whole or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself JV Company’s undertaking or any of its assets; 8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any material asset or interest therein; 8.3.5 acquire any shares or other securities which has not been approved by the Investor; 8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the JV Company for the time being (as amended by the Restated Articles); 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the Preferred Shares); 8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed agreement to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing foregoing; (p) any transaction between the JV Company and any Shareholder (or any Member of its Group) otherwise than on arm’s length terms; (q) the presentation of any petition or passing of any resolution for the JV Company to be put into administration or to be wound up; and (r) the borrowing of any money or giving of any guarantee, indemnity or security. 7.02 All matters will be conducted in accordance to the provisions of the memorandum and articles of associations of the JV Company including but not limited to 2 matters, 2 directors’ approval is sufficient:- (i) In case of insufficient operation expense i.e. available cash bank balance below US$200,000.00, Xxxx can raise further fund from Investors or other investor to perform the listing but the said subscribed price cannot be lower than US$0.025 per Share. (ii) Placement to any investors with placement price not less than US$0.025 per Share. 7.03 Notwithstanding anything to the contrary in this Agreement or the provisions of the memorandum and articles of associations of the JV Company, should there be any matters in this Clause 8.3 Clauses 7.01 and 7.02 related to the creation, issue or direct or otherwise permit a third party to do so on behalf subscription of any member Shares, the price of the Group, and the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall Share cannot vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clausebe set below US $0.025 per share.

Reserved Matters. Following Completion Between the date hereof and until the Discharge TimeClosing, the Company Selling Shareholders and QOI shall notcause the managing team (directors, supervisors and the Company Principal Employees of QOI) to procure that QOI and each of its Subsidiaries shall procure and ensure that each member of the Group from time to time shall not, not without the prior written consent in writing of MRV: (a) enter into any transaction or incur any obligation or liability (absolute or contingent), except for current liabilities incurred, and contracts and transactions entered into, in the Investor Ordinary Course of Business; (such consent not b) dispose of or acquire any assets or properties or cancel any debts or claims, except in each case in the Ordinary Course of Business; (c) increase any benefits to be unreasonably withheld or delayed): 8.3.1 amend or adopt any change to its articles of associationemployees under pension, memorandum of association insurance or other constitutional documents; 8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, employee benefit programs or enter into administration any deferred compensation agreement with any of its directors, officers or receivership, undertake any amalgamation, merger or restructuring, or apply employees except for the appointment of a receiver, manager or judicial manager or like officer increase in respect of itself compensation for employees and probationary employees for which QOI or any of its assetsSubsidiaries is contractually bound to give; 8.3.4 transfer, dispose (d) enter into an agreement to do any of create any Encumbrance over or otherwise deal with any asset or interest thereinthe things described in Section 5.10; 8.3.5 acquire any shares or other securities which has not been approved by (e) cease to pay its creditors in the InvestorOrdinary Course of Business; 8.3.6 allot, issue, redeem, repurchase (f) repay any loan capital in whole or cancel in part (other than indebtedness to its bankers) or become bound or liable to be called upon to repay prematurely any equity loan capital or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being (as amended by the Restated Articles)borrowed moneys; 8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation; 8.3.8 make any material decision in relation to any litigation or arbitration; 8.3.9 declare, make or pay (g) declare any dividend or distribution to its shareholders (other than, pass any resolutions or do anything in the case conduct or management of the Company, to the holders affairs of the Preferred Shares); 8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder either QOI or any of its Affiliates Subsidiaries which would be likely materially to reduce the value of the business; (h) suffer any material adverse change in its financial condition, assets, business, properties, liabilities, earnings, operations, affairs or prospects; (i) waive or release any right of a material or substantial value howsoever arising; (j) incur any capital expenditure or make any capital commitment of an amount in excess of US$1.0 million (US$1,000,000) or dispose of any fixed assets having a value of more than US$1.0 million (US$1,000,000) in aggregate; (k) make any purchase or sale or introduce any method of management or operation in respect of the business except in a manner consistent with proper prior practice; (l) discharge or satisfy any lien or encumbrance or any other obligation or liability (absolute or contingent) other than liabilities in the Ordinary Course of Business; (m) pass any resolution the result of which would be its winding up, liquidation or receivership, or make any composition or arrangement with creditors; (n) carry on any business other that the business or otherwise change the nature or geographical area of its business; (o) enter into any partnership or joint venture arrangement or set up any subsidiary or associated company; (p) create any fixed or floating charge, lien (other than a member lien arising by operation of law) or other encumbrance over the Group)whole or any part of its undertaking, property or assets; 8.3.12 repay(q) undertake anything which would require accounting treatment by way of provision, redeem reserve or cancel extraordinary item; (r) make, amend or terminate any indebtedness owed to contract, loan, guarantee or other arrangement with any Selling Shareholders or any of their respective Affiliates; (s) make, amend or terminate any long-term, unusual or onerous contract (long-term meaning a shareholder contract under which the obligations of any party thereto may remain outstanding for more than twelve (12) months) or its Affiliates; and 8.3.13 enter into or create take any agreement or commitment to engage action which could, as a consequence of any action taken by another party, result in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and the Company shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clausesame.

Reserved Matters. Following Completion and until (i) Subject to the Discharge Timeprovisions of the JVSA, the Company shall not, Shareholders and the Company shall procure and ensure PPSB agree that each member none of the Group from time following actions of PPSB shall be taken except with the approval in writing of all the Shareholders (“Reserved Matters”): (a) consolidating, sub-dividing or converting any of PPSB’s share capital; (b) subject to time shall notSection 2.1.6.5 (x)(b), without the prior written consent creation, allotment or issue of any Shares in the capital of PPSB or of any other security or the grant of any option or rights to subscribe in respect thereof or convert any instrument into such Shares; (c) any change in the nature and/or scope of the Investor (such consent not to be unreasonably withheld or delayed): 8.3.1 amend or adopt any change to its articles of association, memorandum of association or other constitutional documents; 8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities; 8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or any of its assets; 8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein; 8.3.5 acquire any shares or other securities which has not been approved by the Investor; 8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being of PPSB; (d) amendment to the Constitution or other constituent documents of PPSB; (e) the increase or reduction of the paid-up capital of PPSB; (f) the initial public offering of shares in PPSB on any stock exchange; (g) the presentation of any petition or passing of any resolution for PPSB to be put into administration or to be wound up; (h) the amalgamation, reconstruction, consolidation or merger of PPSB; (i) change of the name of PPSB; (j) any transaction by PPSB to enter into any contract or commitment involving expenditure exceeding RM1,000,000 other than those provided in the business plan of PPSB setting out, inter-alia, the management, operational, marketing and/or financial plan in relation to the business of PPSB as amended approved by PPSB’s Board and the Restated ArticlesShareholders unanimously (“Approved Business Plan”); 8.3.7 incur any indebtedness(k) dividend policy; (l) the acceptance of loan, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation borrowings and credit facilities other than those provided for or in respect the Approved Business Plan; (m) the creation of any borrowed moneyfixed or floating charge, indebtedness lien or other financial obligationencumbrance over the whole or any part of the undertaking, property or assets other than those provided for in the Approved Business Plan; 8.3.8 make (n) the purchase, acquisition or lease of any material decision in relation to any litigation assets or arbitration; 8.3.9 declare, make properties (including developmental or pay any dividend or distribution to its shareholders (capital expenditure) other than, than those provided for in the case Approved Business Plan; or (o) the fixing, deletion and/or variation of the Companyoperating mandates and the authorisations, withdrawal limits and appointment of the authorized signatories for the Bank accounts for the purposes of PPSB, the business of PPSB and the Proposed Development. (ii) Subject to the holders provisions of the Preferred Shares); 8.3.10 change any authorized signatory or signatory arrangements JVSA, the Shareholders and PPSB agree that all matters relating to the operation of any bank accounts or securities accounts PPSB (including the Securities Account save and the Cash Accounts); 8.3.11 enter into, continue or amend the terms or conditions except those set out in Section 2.1.6.12 (i) of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group); 8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and 8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct or otherwise permit a third party to do so on behalf of any member of the Group, and the Company Announcement) shall procure that the other members or holders of shares of the Company and each other member of the Group shall not vote on, approve, pass any resolution or permit any of the foregoing matters until prior written consent of the Investor has been obtained in accordance with this Clausebe approved by PPSB’s Board.