Common use of Transfer of Equity Interest Clause in Contracts

Transfer of Equity Interest. The Transferor shall, within five (5) business days after the Transferee sends the Exercise Notice, and pursuant to the instructions in such Exercise Notice, transfer the title of the equity interest to the Transferee or Designated Person. The Transferor shall procure the Transferee or Designated Person to be the only registered owner of such equity interest, without any lien or encumbrances in any form, and shall assist in transferring the title of the transferred rights and interests to the Transferee or Designated Person through below procedures: (a) As the shareholder of the Domestic Company, the Transferor shall execute a shareholder’s resolution (the “ Shareholder’s Resolution ”) on the same day of the execution of this Agreement, to approve the transfer of the Transferor’s equity interest to the Transferee or Designated Person. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person. (b) As the shareholder of the Domestic Company, the Transferor shall execute an Equity Transfer Agreement (the “ Equity Transfer Agreement ”) on the same day of the execution of this Agreement. The Equity Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person. (c) As the shareholder of the Domestic Company, the Transferor shall execute a Power of Attorney (the “ Power of Attorney ”) on the same day of the execution of this Agreement, to authorize the Transferee (including the Transferee and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution and Equity Transfer Agreement, and let the Transferee keep such document. (d) The Parties shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the equity interest to the Transferee or Designated Person, and procure the Transferee or Designated Person to be registered as the registered owner of such equity interest. (e) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.

Transfer of Equity Interest. The Transferor shall7.1 In the event that any party hereto intends to transfer to any third party all or any part of its equity interest in the Company, within five (5) business days after it shall obtain the Transferee sends prior written consent of the Exercise Noticeother two parties, apply to the Original Approval Authority for approval, and pursuant go through amendment registration formalities with the Registration Authority. 7.2 Other than as disclosed by Party A to Party B and Party C in writing and acknowledged by Party B and Party C by signature, in the instructions event that any party hereto intends to transfer to any third party all or any part of its equity interest in such Exercise Noticethe Company, transfer each of the title other parties shall have the right of first refusal in respect of the equity interest to that is the Transferee or Designated Personsubject of such proposed transfer (the “Subject Interest”). The Transferor shall procure the Transferee or Designated Person party intending to be the only registered owner of do such equity interest, without any lien or encumbrances in any form, and shall assist in transferring the title of the transferred rights and interests to the Transferee or Designated Person through below procedures: (a) As the shareholder of the Domestic Company, the Transferor shall execute a shareholder’s resolution transfer (the “ Shareholder’s Resolution “Transferring Party”) on shall comply with the same day of following provisions in carrying out the execution of this Agreement, to approve procedures for the transfer of the Transferor’s equity interest Subject Interest: (1) the Transferring Party shall notify the other parities (each a “Non-transferring Party” and collectively the “Non-transferring Parties”) in writing of its intention to do such transfer, the description of the Subject Interest, the proposed price, and the proposed transferee. Each Non-transferring Party shall have the right of first refusal in respect of the Subject Interest under the same terms and at the same price. The terms offered by the Transferring Party to any third party for the transfer of the Subject Interest shall be no more favorable than those offered to the Transferee or Designated Person. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two Non-transferring Parties. (2) duplicatesWithin 60 days as of its receipt of the notice of a proposed transfer from the Transferring Party (the “Notice of Transfer”), each Non-transferring Party shall make a response to the Transferring Party indicating whether it intends to purchase all the Subject Interest. If Where either of the Transferee nominates Non-transferring Parties makes a Designated Person response indicating its intention to purchase all the Subject Interest, such Non-transferring Party shall purchase all the Subject Interest within 60 days as of the purchaserdate of such response. Where both of the Non-transferring Parties respond to the Transferring Party that they intend to purchase the Subject Interest, they shall exercise their right to purchase the Subject Interest in proportion to their Shareholding Percentage in the Company. (3) In the event that within 60 days as of their receipt of the Notice of Transfer, neither of the Non-transferring Parties makes a written response indicating its intention to purchase all the Subject Interest, but either of the Non-transferring Parties responds to the Transferring Party that it objects to the proposed transfer, the Transferring Party shall have the right to terminate this Contract and dissolve the Company. (4) In the event that within 60 days as of their receipt of the Notice of Transfer , neither of the Non-transferring Parties agree makes a written response indicating its intention to execute and deliver purchase all the Subject Interest, it shall be deemed that both of the Non-transferring Parties have consented to the Transferee all necessary documents and perform other actions reasonably requested by proposed transfer, in which case, the Transferee Transferring Party may transfer the Subject Interest to ensure the proposed transferee in accordance with the terms set forth in the Notice of Transfer. The transfer to such Designated Person. (b) As proposed transferee, subject to the shareholder consent of the Domestic CompanyNon-transferring Parties, shall be completed within 90 days. In the event that such transfer fails to be completed within 90 days, the Transferor Transferring Party shall execute an Equity Transfer Agreement (the “ Equity Transfer Agreement ”) on have to go through again the same day of procedures specified in this Section 7.2 to effectuate such transfer. In the execution of this Agreement. The Equity Transfer Agreement shall (i) be executed event that the actual terms and price at which the Transferring Party transfers the Subject Interest to the proposed transferee are more favorable than those set forth in the form Notice of Transfer, such transfer shall become null and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicatesvoid. If the Transferee nominates a Designated Person as the purchaserIn such case, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person. (c) As the shareholder of the Domestic Company, the Transferor Transferring Party shall execute a Power of Attorney (the “ Power of Attorney ”) on go through the same day of procedures specified in this Section 7.2 to implement the execution of this Agreement, to authorize the Transferee (including the Transferee and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution and Equity Transfer Agreement, and let the Transferee keep such document. (d) The Parties shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership Subject Interest. 7.3 Other than the foregoing provisions, subject to prior approval of the Approval Authority, Party B and Party C may, in their own judgment, as the need arises, increase the aggregate percentage of their contribution to the registered capital of the Company by 9% (hereinafter the “Party B and Party C Capital Contribution Percentage Increase”). The share of each of Party B and Party C in the Party B and Party C Capital Contribution Percentage Increase shall be determined by Party B and Party C through negotiations between them. The Party B and Party C Capital Contribution Percentage Increase shall be effectuated by making additional capital contributions to the Company by Party B and Party C. The consideration for the effectuation of Party B and Party C Capital Contribution Percentage Increase shall be RMB67,500,000. Party A shall cause directors of the Company appointed by it to approve the Party B and Party C Capital Contribution Percentage Increase at the relevant meetings of the Board. 7.4 Without written consent of the other parties to this Contract, none of the parties hereto may create any pledge or any other security interest over any of its equity interest to in the Transferee or Designated Person, and procure the Transferee or Designated Person to be registered as the registered owner of such equity interestCompany. (e) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.

Transfer of Equity Interest. The Transferor shall, within five (5) business days after the Transferee sends the Exercise Notice, and pursuant to the instructions in such Exercise Notice, transfer the title of the equity interest to the Transferee or Designated Person. The Transferor shall procure the Transferee or Designated Person to be the only registered owner of such equity interest, without any lien or encumbrances in any form, and shall assist in transferring the title of the transferred rights and interests to the Transferee or Designated Person through below procedures: (a) As Transfer to Affiliated Transferee (i) The Parties agree that either Party (the shareholder “Transferor”) may transfer all or any portion of its Equity Interest to an Affiliate that is controlled by the Domestic CompanyTransferor (the “Affiliated Transferee”), which shall not be subject to the restriction prescribed in Section 5.6(b); provided that the Affiliated Transferee must have good credit standing and be capable of fulfilling the Transferor’s obligations and liabilities under this Contract. The other Party shall deem this transfer to be valid and waive its right of first refusal to purchase such Equity Interest. (ii) If the Transferor transfers all or any portion of its Equity Interest to an Affiliated Transferee, the Transferor shall execute a shareholder’s resolution (must notify the “ Shareholder’s Resolution ”) Board and the other Party thereof in writing with the statement of the name, legal address and legal representative of the Affiliated Transferee and information on the same day business and commercial activities of the execution Affiliated Transferee, including information on the financial status and economic health condition of this Agreementthe Affiliated Transferee and information on whether the Affiliated Transferee produces, markets, or sells any products competing with the Joint Venture. The other Party shall cause the directors appointed by it in the Board of the Joint Venture to approve such transfer. (iii) If the Affiliated Transferee of the Equity Interest formed in accordance with Section 5.6 (a) in this Contract is no longer controlled by the Transferor, the Transferor and the Affiliated Transferee shall cause the Affiliated Transferee to transfer all Equity Interest held by the Affiliated Transferee back to the Transferor or another Affiliated Transferee of the Transferor’s equity interest to the Transferee or Designated Person. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person. (b) As Transfer to Third Party, or to Affiliate other than the shareholder Affiliated Transferee or to other Shareholders (the “Transferee”) (i) If a Party wishes to transfer all or any portion of its Equity Interest in the Joint Venture, such Party shall provide a written transfer notice (the “Transfer Notice”) to the other Party stating its wish to make such transfer, the Equity Interest it wishes to transfer, the price of such Equity Interest and other terms and conditions of transfer as well as the identity of the Domestic Companyproposed transferee. The other Party shall have the right of first refusal to purchase such Equity Interest on the terms and conditions set forth in the Transfer Notice. (ii) Within thirty (30) days of issuance of the Transfer Notice by the Transferor, the other Party shall deliver a written reply stating whether it elects to exercise the aforesaid right of first refusal. If the other Party fails to notify the Transfer that it is willing to purchase such Equity Interest within such thirty (30)-day period, it shall be deemed to have agreed on the Transferor’s transfer of the Equity Interest to the Transferee described in the Transfer Notice. (iii) If the other Party states that it will not exercise its right of first refusal, the Transferor shall execute an have the right to transfer the Equity Interest to and only to the proposed transferee described in the Transfer Agreement Notice at such price and on such terms and conditions that are not more favorable than those provided in the Transfer Notice sent to the other Party, otherwise another written Transfer Notice shall be resent to the other Party in accordance with the provisions of Section 5.6 (b). Each Party shall cause the “ Equity Transfer Agreement ”directors appointed by it to agree on such transfer. The Transferor shall provide the other Party with a copy of the written agreement executed with the Transferee within fourteen (14) on days after the same day of the execution of this Agreement. The Equity Transfer Agreement shall (i) be is executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure Transferor and the transfer to such Designated PersonTransferee. (c) As General provisions on transfer (i) During the shareholder term of this Contract, neither Party shall transfer any Equity Interest to any transferee who directly or indirectly through its Affiliate to produce, market or sell products competing with the JV Products. (ii) Any Transferee of the Domestic CompanyJoint Venture’s Equity Interest shall bear relevant obligations and liabilities of the Transfer set forth herein. (iii) The business and operation of the Joint Venture and the performance of this Contract shall not be influenced by such transfer. (iv) The Transferor and the Transferee shall enter into an Equity Interest transfer contract with respect to the transfer of the relevant Equity Interest. The Parties shall thereafter amend this Contract and the Articles of Association to reflect the respective Equity Interest held by the Parties and the Transferee in the Joint Venture, subsequent to the completion of such Equity Interest transfer contract and to reflect changes in the composition of the Board in accordance with Section 8.2. (v) The Parties shall and shall cause the Joint Venture to sign all such further documents and take all such further actions that may be reasonably required by the Transferor in order to make the Transferee become the legal and beneficial owner of the Equity Interest to be transferred due to such transfer. (vi) The above transfer shall be carried out in accordance with the procedures stipulated by the Law of the PRC. Upon the approval of such transfer from the Examination and Approval Authority, the change in the Joint Venture shall be registered with AIC according to law. (vii) After transferring all or part of its Equity Interest in the Joint Venture, the Transferor shall execute give the original investment certificate issued by the Joint Venture back to the Joint Venture to revoke such certificate. The Joint Venture shall issue a Power of Attorney (new investment certificate to the “ Power of Attorney ”) on the same day of the execution of this Agreement, to authorize Transferor and /or the Transferee (including the Transferee and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution and Equity Transfer Agreement, and let the Transferee keep such documentaccordingly. (d) The Parties shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the equity interest to the Transferee or Designated Person, and procure the Transferee or Designated Person to be registered as the registered owner of such equity interest. (e) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.

Transfer of Equity Interest. The Transferor shall, within five (5) business days after the Transferee sends the Exercise Notice, and pursuant to the instructions in such Exercise Notice, transfer the title of the equity interest to the Transferee or Designated Person. The Transferor shall procure the Transferee or Designated Person to be the only registered owner of such equity interest, without any lien or encumbrances in any form, and shall assist in transferring the title of the transferred rights and interests to the Transferee or Designated Person through below procedures: (a) As the shareholder of the Domestic Company, the Transferor shall execute a shareholder’s resolution (the “ “Shareholder’s Resolution Resolution”) on the same day of the execution of this Agreement, to approve the transfer of the Transferor’s equity interest to the Transferee or Designated Person. The Shareholder’s Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person. (b) As the shareholder of the Domestic Company, the Transferor shall execute an Equity Transfer Agreement (the “ “Equity Transfer Agreement Agreement”) on the same day of the execution of this Agreement. The Equity Transfer Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates. If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated Person. (c) As the shareholder of the Domestic Company, the Transferor shall execute a Power of Attorney (the “ “Power of Attorney Attorney”) on the same day of the execution of this Agreement, to authorize the Transferee (including the Transferee and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s Resolution and Equity Transfer Agreement, and let the Transferee keep such document. (d) The Parties shall execute all other necessary agreements or documents, obtain all necessary government permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the equity interest to the Transferee or Designated Person, and procure the Transferee or Designated Person to be registered as the registered owner of such equity interest. (e) If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve the same legal and economic effects as this Agreement.