Common use of Transfer of Equity Interest Clause in Contracts

Transfer of Equity Interest. (a) Neither Party A nor Party B shall sell, give, assign, transfer or otherwise dispose of any Equity Interest or any right, title or interest therein or thereto (each, a “Transfer”) to any third party (a “Transferee”) without the prior written consent of the other Party, except as expressly permitted by this Section 6.6. Any purported Transfer in violation of this Section 6.6 shall be null and void ab initio, and the Company and the Parties shall not register or recognize any such Transfer. (b) Except as otherwise provided in Sections 6.6(g), 9.4 or 16.3 of this Contract, neither Party shall Transfer any Equity Interest to any Transferee during the period commencing on the Establishment Date and ending on the tenth anniversary of the Establishment Date. (c) During the JV Term, neither Party may Transfer any Equity Interest to any Transferee (other than its Affiliates) that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold by the Company. (d) Notwithstanding any other provisions of this Contract, no Transfer may be made unless (i) the Transferee has agreed in writing to, be bound by the terms and conditions of this Contract and the Articles of Association, which may be amended and restated to the extent that the Parties and the Transferee agree to such amendments; and (ii) the Transfer complies in all respects with the other applicable provisions of this Contract, the Articles of Association and other relevant documents designated by the non-Transferring Party, including any Relevant Contract to which the Transferring Party or its Affiliate is a party. (e) Subject to the restrictions set forth in Sections 6.6(b) and (c), if a Party wishes to Transfer all or any portion of its Equity Interest to a Transferee, such Party (the “Transferring Party”) shall provide a written notice (the “Transfer Notice”) to the other Party stating its wish to make such Transfer, the interest it wishes to Transfer, the price of such interest (which shall be in cash only, and may not be in kind) and the identity of the proposed Transferee. The other Party shall have the right of first refusal to purchase such Equity Interest on terms no less favorable than those offered to or by such Transferee. Within thirty (30) days of receipt of the Transfer Notice from the Transferring Party, the other Party shall deliver its response stating whether it chooses to exercise its right to purchase the Equity Interest that the Transferring Party wishes to Transfer. If the other Party fails to respond within such thirty (30) day period, it shall be deemed to have given its prior written consent to the Transferring Party’s Transfer of the Equity Interest on the terms set forth in the Transfer Notice. (f) The Transferring Party 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 interests in the Company held by the Parties and the Transferee, subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the Board. The Parties shall (i) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Transferee, as the legal and beneficial owner of the equity interest Transferred pursuant to the Transfer free from any and all Encumbrances. (g) Subject to the restriction set forth in Section 6.6(c), either Party may Transfer all or any portion of its Equity Interest to one or more of its Affiliates (the “Affiliate Transferee”), and the other Party hereby gives its prior consent to any such Transfer; provided that such Affiliate Transferee has substantial assets and operating capacities relative to the scale of the Company’s business operations at the time of such Transfer. In case of a Transfer under this Section 6.6(g), the Transferring Party shall provide the other Party documents supporting the status of the Affiliate Transferee as an Affiliate of the Transferring Party and information on the businesses and commercial activities of such Affiliate Transferee, including information related to the financial status and economic health of the Affiliate Transferee and information on whether such Affiliate Transferee produces, markets or sells any products in competition with the Company. (h) In case of a Transfer by a Party to its Affiliate under Section 6.6(g), the Transferring Party and the Affiliate 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 interests in the Company held by the Parties and the Affiliate Transferee subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the Board. The Parties shall (i) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Affiliate Transferee as the legal and beneficial owner of the Equity Interest Transferred pursuant to the Transfer free from any and all Encumbrances. (i) If an Affiliate Transferee pursuant to Section 6.6(g) at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party. The equity interest transfer contract to be entered into by the Transferring Party and the Affiliate Transferee in accordance with Section 6.6(h) shall require that if an Affiliate Transferee at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party.

Transfer of Equity Interest. (a) Neither Party A nor Party B shall sell, give, assign, transfer or otherwise dispose of any Equity Interest or any right, title or interest therein or thereto (each, a “Transfer”) to any third party (a “Transferee”) without the prior written consent of the other Party, except as expressly permitted by this Section 6.65.6. Any purported Transfer in violation of this Section 6.6 5.6 shall be null and void ab initio, and the Company and the Parties shall not register or recognize any such Transfer. (b) Except as otherwise provided permitted in Sections 6.6(g5.6(g), 9.4 5.7, 8.4 or 16.3 of this Contract, neither Party shall Transfer any Equity Interest to any Transferee during the period commencing on the Establishment Date and ending on the tenth anniversary of the Establishment Date. (c) During the JV Term, neither Party may Transfer any Equity Interest to any Transferee (other than its Affiliates) Transferee, including an Affiliate of such Party, that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold by the CompanyJV Products. (d) Notwithstanding any other provisions of this Contract and except if such Transfer is pursuant to Section 5.7, 8.4 or 16.3 of this Contract, no Transfer may be made unless (i) the Transferee has agreed in writing to, to be bound by the terms and conditions of this Contract and the Articles of Association, which may be amended and restated to the extent that the Parties and the Transferee agree to such amendments; and (ii) the Transfer complies in all respects with the other applicable provisions of this Contract, the Articles of Association and other relevant documents designated by the non-Transferring Party, including any Relevant Contract to which the Transferring Party or its Affiliate is a party. (e) Subject to the restrictions set forth in Sections 6.6(b5.6(b) and (c), if a Party wishes to Transfer all or any portion of its Equity Interest to a Transferee, such Party (the “Transferring Party”) shall provide a written notice (the “Transfer Notice”) to the other Party stating its wish to make such Transfer, the interest it wishes to Transfer, the price of such interest (which shall be in cash only, and may not be in kind) and the identity of the proposed Transferee. The other Party shall have the right of first refusal to purchase such Equity Interest on terms no less favorable than those offered to or by such Transferee. Within thirty (30) days of receipt of the Transfer Notice from the Transferring Party, the other Party shall deliver its response stating whether it chooses to exercise its right to purchase the Equity Interest that the Transferring Party wishes to Transfer. If the other Party fails to respond within such thirty (30) day period, it shall be deemed to have given its prior written consent to the Transferring Party’s Transfer of the Equity Interest on the terms set forth in the Transfer Notice. (f) The Transferring Party 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 interests in the Company held by the Parties and the Transferee, subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the BoardBoard in accordance with Section 8.2(c). The Parties shall (i) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Transferee, as the legal and beneficial owner of the equity interest Transferred pursuant to the Transfer free from any and all Encumbrances. (g) Subject to the restriction set forth in Section 6.6(c5.6(c), either Party A may Transfer all or any portion of its Equity Interest to one or more Party A Affiliates (a “Party A Affiliate Transferee”), and Party B may Transfer all or any portion of its Equity Interest to one or more of its Affiliates (the a “Party B Affiliate Transferee”), ) and the other Party hereby gives its prior consent to any such Transfer; provided that such Party A Affiliate Transferee or Party B Affiliate Transferee, as the case may be, has substantial assets and operating capacities relative to the scale of the Company’s business operations at the time of such Transfer. In case of a Transfer under this Section 6.6(g5.6(g), the Transferring Party shall provide the other Party documents supporting the status of the relevant Affiliate Transferee Transferee, as a Party A Affiliate, in the case of a Transfer by Party A, or an Affiliate of Party B, in the Transferring case of a Transfer by Party B, and information on the businesses and commercial activities of such the relevant Affiliate Transferee, including information related to the financial status and economic health of the relevant Affiliate Transferee and information on whether such the relevant Affiliate Transferee produces, markets or sells any products in competition with the Company. (h) In case of a Transfer by a Party A to its a Party A Affiliate under Transferee or Party B to a Party B Affiliate Transferee in accordance with Section 6.6(g5.6(g), the Transferring Party and the relevant Affiliate 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 interests in the Company held by the Parties and the relevant Affiliate Transferee subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the BoardBoard in accordance with Section 8.2(c). The Parties shall (i) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the relevant Affiliate Transferee as the legal and beneficial owner of the Equity Interest Transferred pursuant to the Transfer free from any and all Encumbrances. (i) If an a Party A Affiliate Transferee pursuant to Section 6.6(g) or Party B Affiliate Transferee at any time ceases to be a Party A Affiliate, in the case of a Transfer by Party A, or an Affiliate of Party B, in the Transferring Partycase of a Transfer by Party B, the Transferring Party shall ensure that the relevant Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party. The equity interest transfer contract to be entered into by the Transferring Party and the relevant Affiliate Transferee in accordance with Section 6.6(h5.6(h) shall require that if an such Affiliate Transferee at any time ceases to be a Party A Affiliate, in the case of a Transfer by Party A, or an Affiliate of Party B, in the Transferring Partycase of a Transfer by Party B, the Transferring Party shall ensure that the relevant Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party.

Transfer of Equity Interest. 5.5.1 Subject to Articles 5.5.5, 5.6 and 5.7 below, when a Party (athe Transferring Party) Neither Party A nor Party B shall sell, give, wishes to assign, transfer sell or otherwise dispose of any Equity Interest or any rightall of its equity interest in the Company (hereinafter a Transfer), title or interest therein or thereto (each, a “Transfer”) to any third party (a “Transferee”) without the prior written consent of it shall notify the other Party, except as expressly permitted by this Section 6.6. Any purported Transfer Parties in violation writing of this Section 6.6 shall be null and void ab initio, and the Company and the Parties shall not register or recognize any such Transfer. (b) Except as otherwise provided in Sections 6.6(g), 9.4 or 16.3 of this Contract, neither Party shall Transfer any Equity Interest to any Transferee during the period commencing on the Establishment Date and ending on the tenth anniversary of the Establishment Date. (c) During the JV Term, neither Party may Transfer any Equity Interest to any Transferee (other than its Affiliates) that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold by the Company. (d) Notwithstanding any other provisions of this Contract, no Transfer may be made unless (i) its wish to make the Transferee has agreed in writing toTransfer, be bound by (ii) the interest it wishes to transfer, (iii) the terms and conditions of this Contract and the Articles of Association, which may be amended and restated to the extent that the Parties and the Transferee agree to such amendments; Transfer and (iiiv) the Transfer complies in all respects with the other applicable provisions of this Contract, the Articles of Association and other relevant documents designated by the non-Transferring Party, including any Relevant Contract to which the Transferring Party or its Affiliate is a party. (e) Subject to the restrictions set forth in Sections 6.6(b) and (c), if a Party wishes to Transfer all or any portion of its Equity Interest to a Transferee, such Party (the “Transferring Party”) shall provide a written notice (the “Transfer Notice”) to the other Party stating its wish to make such Transfer, the interest it wishes to Transfer, the price of such interest (which shall be in cash only, and may not be in kind) and the identity of the proposed Transfereetransferee (the Transfer Notice). The other Party Parties shall each have the a pre-emptive right of first refusal to purchase such Equity Interest interest in its entirety on the terms no less favorable than those offered and conditions specified in the Transfer Notice on a pro rata basis in accordance with their respective equity interests in the Company. 5.5.2 The other Party/Parties who has(ve) a right to or by purchase such Transferee. Within interest shall notify the Transferring Party within thirty (30) days of receipt actual delivery of the Transfer Notice from whether it/they will purchase the Transferring Party, whole of the interest to be transferred. If none of the other Party shall deliver its response stating whether it chooses to exercise its right to purchase the Equity Interest that Parties notifies the Transferring Party wishes to Transfer. If the other Party fails to respond within such thirty (30) day periodperiod that it will purchase such interest, it all of the other Parties shall be deemed to have given its prior written consent agreed to the Transfer to the proposed transferee specified in the Transfer Notice, and the Transferring Party’s Transfer Party may assign, sell or otherwise dispose of the Equity Interest such interest to such proposed transferee, on the terms and conditions set forth out in the Transfer Notice. (f) The 5.5.3 If only a part of the other Parties notify the Transferring Party and within such thirty (30) day period that they will exercise their pre-emptive rights to purchase, such Parties shall have another thirty (30) day period to notify the Transferee shall enter into an equity Transferring Party whether they will purchase the interest transfer contract with respect to covered by the Transfer in its entirety on a pro rata basis in light of their respective equity ratio in the Company. 5.5.4 If none of the relevant Equity Interest. The other Parties shall thereafter amend this Contract exercise its pre-emptive right to purchase such interest in its entirety on the terms and the Articles of Association to reflect the respective equity interests conditions specified in the Company held by the Parties and the Transferee, subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition Transfer Notice within either of the Board. The Parties shall thirty (i30) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Associationday periods under Article 5.5.2 or Article 5.5.3 above, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Transferee, as the legal and beneficial owner of the equity interest Transferred pursuant to complete the Transfer free from any on the terms and all Encumbrances. (g) Subject to conditions specified in the restriction set forth in Section 6.6(c), either Party may Transfer all or any portion of its Equity Interest to one or more of its Affiliates (the “Affiliate Transferee”)Notice, and the other Party hereby gives its prior consent to any such Transfer; provided that such Affiliate Transferee has substantial assets and operating capacities relative to the scale of the Company’s business operations at the time of such Transfer. In case of a Transfer under this Section 6.6(g), the Transferring Party shall provide the other Party documents supporting the status Parties with a duplicate of the Affiliate Transferee as an Affiliate executed written agreement with the transferee within fourteen (14) days of the execution of the agreement. 5.5.5 The transferee(s) shall be bound by all the terms of this Contract and shall, except where the context hereof requires otherwise, acquire relevant rights and obligations of the Transferring Party and information on the businesses and commercial activities of such Affiliate Transferee, including information related to the financial status and economic health of the Affiliate Transferee and information on whether such Affiliate Transferee produces, markets or sells any products in competition with the Companyunder this Contract. (h) In case of a Transfer by a Party to its Affiliate under Section 6.6(g), the Transferring Party and the Affiliate 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 interests in the Company held by the Parties and the Affiliate Transferee subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the Board. The Parties shall (i) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Affiliate Transferee as the legal and beneficial owner of the Equity Interest Transferred pursuant to the Transfer free from any and all Encumbrances. (i) If an Affiliate Transferee pursuant to Section 6.6(g) at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party. The equity interest transfer contract to be entered into by the Transferring Party and the Affiliate Transferee in accordance with Section 6.6(h) shall require that if an Affiliate Transferee at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party.

Transfer of Equity Interest. (a) Neither Party A nor Party B shall sell, give, assign, transfer or otherwise dispose of any Equity Interest equity interest in the Company or any right, title or interest therein or thereto (each, a “Transfer”) to any third party Person (a “Transferee”) without the prior written consent of the other Party, except as expressly permitted by this Section 6.65.6(b) below. Any purported Transfer in violation of this Section 6.6 5.6(a) shall be null and void ab initio, and the Company and the Parties shall not register or recognize any such Transfer. (b) Except as otherwise provided in Sections 6.6(gNotwithstanding Section 5.6(a), 9.4 or 16.3 of this Contract, neither either Party shall may Transfer any Equity Interest of its equity interest in the Company to any Transferee during the period commencing on the Establishment Date and ending on the tenth anniversary of the Establishment Dateits Affiliates. (c) During the JV Term, neither Party may Transfer any Equity Interest to any Transferee (other than its Affiliates) that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold by the Company. (d) Notwithstanding any other provisions of this Contract, no Transfer may be made unless unless: (i) the Transferee (which, for the avoidance of doubt, includes an Affiliate of the Transferring Party in the case of a Transfer to its Affiliate pursuant to Section 5.6(b)) has agreed in writing to, to be bound by the terms and conditions of this Contract and the Articles of Association, which may be amended and restated to except where the extent that the Parties other Party and the Transferee agree to such amendmentsotherwise in writing; and (ii) the Transfer complies in all respects with the other applicable provisions of this Contract, Contract and the Articles of Association Association; and (iii) the Transferee assumes and performs all other relevant documents designated by obligations and responsibilities of the non-Transferring Party, including any including, without limitation, those under the Relevant Contract Contracts to which the Transferring Party or its Affiliate is a party. (ed) Subject to the restrictions set forth in Sections 6.6(b) and (c)this Section 5.6, if a Party wishes to Transfer all or any portion of its Equity Interest equity interest in the Company to a Transferee, such Party (the “Transferring Party”) shall provide a written notice (the “Transfer Notice”) to the other Party stating its wish to make such Transfer, the interest it wishes intention to Transfer, the percentage of interest to be transferred, the price of for such interest (which shall be in cash only, and may not be in kind) Transfer and the identity of the proposed Transferee. The . (e) Except for Transfers to Affiliates pursuant to Section 5.6(b), the other Party shall have the right of first refusal to purchase such Equity Interest the equity interest to be transferred on terms no less favorable than those offered to or by such Transferee. Within thirty (30) days of receipt of the Transfer Notice from the Transferring Party, the other Party shall deliver to the Transferring Party its response stating whether it chooses to exercise its such right of first refusal and whether it agrees to purchase the Equity Interest that the Transferring Party wishes to proposed Transfer. If the other Party fails to respond within such thirty (30) day period, it shall be deemed to have given its prior written consent to the Transfer, and the Transferring Party’s Transfer of Party shall have the Equity Interest right to transfer the equity interest to the Transferee on the terms set forth in the Transfer Notice. (f) The Transferring Party and the Transferee shall enter into an equity interest transfer contract with respect to the Transfer of the relevant Equity Interestequity interest. The Parties other Party and the Transferee shall thereafter amend this Contract and the Articles of Association to reflect the respective equity interests in the Company held by the Parties and the TransfereeTransfer, subsequent to the completion of such equity interest transfer contract and to reflect changes including, without limitation, corresponding change in the composition of the Board. The Parties shall cause and assist the Company (i) cause the Company to apply in applying to the relevant governmental authorities Examination and Approval Authority for approval of the Transfer and the corresponding amendments to this Contract and Articles of Association, and (ii) cause in applying to the SAIC for a change in the registration of the Company to apply for and the issuance of a new Business License reflecting the relevant changes in resulting from the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such licenseTransfer. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as are required for effecting the Transferring Party may reasonably require to constitute the Transferee, as the legal and beneficial owner of the equity interest Transferred pursuant to the Transfer free from any and all EncumbrancesTransfer. (g) Subject to the restriction set forth in Section 6.6(c), either No Party may Transfer pledge, or otherwise encumber, all or any portion part of its Equity Interest to one or more of its Affiliates (the “Affiliate Transferee”), and the other Party hereby gives its prior consent to any such Transfer; provided that such Affiliate Transferee has substantial assets and operating capacities relative to the scale of the Company’s business operations at the time of such Transfer. In case of a Transfer under this Section 6.6(g), the Transferring Party shall provide the other Party documents supporting the status of the Affiliate Transferee as an Affiliate of the Transferring Party and information on the businesses and commercial activities of such Affiliate Transferee, including information related to the financial status and economic health of the Affiliate Transferee and information on whether such Affiliate Transferee produces, markets or sells any products in competition with the Company. (h) In case of a Transfer by a Party to its Affiliate under Section 6.6(g), the Transferring Party and the Affiliate 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 interests in the Company held by without the Parties and the Affiliate Transferee subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition prior written consent of the Board. The Parties shall (i) cause other Party, the Company to apply to the relevant governmental authorities for approval of the Transfer Board and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars approval of the Company set forth in the amendments to this Contract Examination and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Affiliate Transferee as the legal and beneficial owner of the Equity Interest Transferred pursuant to the Transfer free from any and all EncumbrancesApproval Authority. (i) If an Affiliate Transferee pursuant to Section 6.6(g) at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party. The equity interest transfer contract to be entered into by the Transferring Party and the Affiliate Transferee in accordance with Section 6.6(h) shall require that if an Affiliate Transferee at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party.

Transfer of Equity Interest. (a) Restrictions on Equity Interest Transactions Neither Party A nor Party B shall selldo, giveor agree to do, assign, transfer or otherwise dispose any of any Equity Interest or any right, title or interest therein or thereto (each, a “Transfer”) to any third party (a “Transferee”) without the following during the Joint Venture Term except with the prior written consent of the other Party or otherwise in accordance with this Agreement and the Articles of Incorporation: pledge, entrust, or otherwise establish third party rights over any Equity Interest; grant an option over any Equity Interest of any Party in the Company; or enter into any agreement with any third party limiting or restricting its right to vote or any other rights attached to any Equity Interest of any Party, except as expressly permitted by this Section 6.6. Any purported Transfer in violation Notwithstanding any other provision of this Section 6.6 Agreement and the Articles of Incorporation, and unless the Parties otherwise agree in writing, neither Party may dispose of all or part of its Equity Interest for a period of 3 years from the date of issuance of the first Business License of the Company (the “Disposal Standstill”). Notwithstanding any other provision of this Agreement and the Articles of Incorporation, and unless the Parties otherwise agree in writing, any transfer, pledge, or transaction pertaining to or affecting any Equity Interest may only be made in accordance with the provisions of this Agreement, and any other attempted transfer, encumbrance or issuance shall be null and void ab initiovoid. Neither Party may transfer its Equity Interests to any third parties, unless such third party and the other Party have, prior to the equity transfer, negotiated and executed the new Articles of Incorporation of the Company and the Parties new joint venture agreement between them in such form and substance as the other Party and the applicable laws shall not register or recognize any such Transfer. (b) Except as otherwise provided in Sections 6.6(g), 9.4 or 16.3 require. Transfer of this Contract, neither Party shall Transfer any Equity Interest to any Transferee during the period commencing on the Establishment Date and ending on the tenth anniversary a Non-Affiliate The transfer of Equity Interest of the Establishment Date. (c) During the JV Term, neither Company by one Party may Transfer any Equity Interest to any Transferee (other than its Affiliates) that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold a non-Affiliate third party shall be consented to by the Company. (d) Notwithstanding any other provisions of this ContractParty in advance in writing, no Transfer may be made unless (i) the Transferee has agreed in writing to, be bound by the terms and conditions of this Contract and the Articles of Association, which may be amended and restated subject to the extent that rules under Chinese Company Law. In the Parties and event that, after the Transferee agree Disposal Standstill, any Party hereto proposes to such amendments; and (ii) the Transfer complies in all respects with the other applicable provisions sell, transfer, or otherwise dispose of this Contract, the Articles of Association and other relevant documents designated by the non-Transferring Party, including any Relevant Contract to which the Transferring Party or its Affiliate is a party. (e) Subject to the restrictions set forth in Sections 6.6(b) and (c), if a Party wishes to Transfer all or any portion part of its Equity Interest (the “Offer Equity Interest”) to a Transfereeany person, such Party (the “Transferring Selling Party”) shall provide a give written notice (the “Transfer Notice”) to the Company and the other Party (the “Non-Selling Party”) stating its wish to make such Transferthe following: The name of the proposed transferee, the interest price offered by such transferee for the Offer Equity Interest, the proposed date of completion of the transfer and all other terms and conditions of such proposed transfer; That the Selling Party irrevocably offers to sell the Offer Equity Interest to the Non-Selling Party (the “First Offer”), on the same terms and conditions (including price) as have been offered by such transferee, except as provided otherwise herein; and That the Non-Selling Party must, if it wishes to Transferaccept the First Offer, give notice to the Selling Party not later than fourteen (14) days after the date when a valid Transfer Notice was given (or deemed given) to it (the “First Offer Date”). In the event that the Non-Selling Party does not accept the First Offer in the manner provided by Article 6.2.2(c), the price of such interest (which Selling Party shall be in cash only, and may not be in kind) and free to sell the identity of Offer Equity Interest to the proposed Transferee. The other Party shall have the right of first refusal to purchase such Equity Interest transferee on terms and conditions no less favorable more favourable than those offered to or by such Transferee. Within thirty (30) days of receipt of originally contained in the Transfer Notice from provided that the Transferring Partyexecution of the equity transfer contract of the Offer Equity Interest shall be completed no later than six (6) months after the First Offer Date. In the event that the Non-Selling Party accepts the First Offer in the manner provided by Article 6.2.2(c), the other execution of the equity transfer contract of the Offer Equity Interest shall take place no later than three (3) months after the First Offer Date at such place and time as the Selling Party and the Non-Selling Party shall deliver its response stating whether it chooses to exercise its right to purchase agree. After the execution of the equity transfer contract of any Equity Interest Interest, the Parties hereto shall procure that the Transferring Party wishes to Transfer. If the other Party fails to respond within Board approves such thirty (30) day period, it shall be deemed to have given its prior written consent to the Transferring Party’s Transfer transfers of the Equity Interest on as soon as possible, and the terms set forth Company shall submit the equity transfer contract of the Equity Interest for governmental approval, if so required, and modifies the entry of all required particulars in the Transfer Notice. (f) The Transferring Company’s documents and administrative registrations as provided for by applicable laws. Under no circumstances shall the transfer of any Equity Interest by any of the Parties hereto to a New Party become effective and be entered in the Transferee shall enter Company’s documents unless the New Party has first entered into an equity interest transfer a contract with respect all Parties hereto (other than any ceasing to the Transfer be a shareholder of the relevant Equity Interest. The Parties Company) whereby the New Party shall thereafter amend agree, inter alia, to be bound by all the restrictions of, and discharge all duties and obligations set out in, this Contract Agreement and the Articles of Association to reflect Incorporation as if the respective equity interests New Party were an original Party hereto. Such contract shall be in the Company held by such form and substance as the Parties and the Transferee, subsequent hereto (other than any ceasing to the completion of such equity interest transfer contract and to reflect changes in the composition be a shareholder of the BoardCompany) and applicable law shall require. The Parties shall (i) cause the Company Transfers to apply to the relevant governmental authorities for approval Affiliates of the Transfer and Parties Notwithstanding the amendments to this Contract and Articles provisions of AssociationArticle 6.2 above, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain Party A may freely transfer part or all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Transferee, as the legal and beneficial owner of the equity interest Transferred pursuant to the Transfer free from any and all Encumbrances. (g) Subject to the restriction set forth in Section 6.6(c), either Party may Transfer all or any portion of its Equity Interest to one or more an Affiliate of its Affiliates Party A after the Disposal Standstill period and subject to the applicable laws and regulations of China, including advance reporting to and/or approval of the Approval Authorities (the “Affiliate Transferee”if any), and Party B hereby consents to such assignment and agrees to cause the other Directors appointed by Party hereby gives B to vote in favour of such transfer and to cause its prior consent representatives to any such Transfer; provided that such Affiliate Transferee has substantial assets execute relevant documents for the transfer to be approved and operating capacities relative registered by competent authorities pursuant to the scale laws of China. When transferring its Equity Interest to an Affiliate, Party A shall notify the Board and Party B in writing of the Company’s business operations at proposed transfer and specify the time of such Transfer. In case of a Transfer under this Section 6.6(g), name and the Transferring Party shall provide the other Party documents supporting the status legal address of the Affiliate Transferee and/or such information as Party B may reasonably request. Any of such transfer shall be unanimously approved by the Board and shall be effective thereupon subject only to necessary advance government reporting and approvals (if any). Party B may transfer part or all of its Equity Interest to an Affiliate of the Transferring Party and information on the businesses and commercial activities B with Party A’s consent, which may not be unreasonably withheld or delayed. Continued Implementation of such Affiliate Transferee, including information related Agreement Prior to the financial status and economic health of the Affiliate Transferee and information on whether such Affiliate Transferee produces, markets or sells any products in competition with the Company. (h) In case transfer of a Transfer by a Party to its Affiliate under Section 6.6(g), the Transferring Party and the Affiliate Transferee shall enter into an equity interest transfer contract with respect to the Transfer of the relevant Party’s Equity Interest. The , all Parties shall thereafter amend continue to perform their obligations under this Contract Agreement and the Articles of Association to reflect the respective equity interests in the Company held by the Parties and the Affiliate Transferee subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the Board. The Parties shall (i) cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and Articles of Association, (ii) cause the Company to apply for the issuance of a new Business License reflecting the relevant changes in the particulars of the Company set forth in the amendments to this Contract and Articles of Association, and (iii) use their best efforts to assist the Company to obtain all such approvals and the issuance of such license. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Affiliate Transferee as the legal and beneficial owner of the Equity Interest Transferred pursuant to the Transfer free from any and all EncumbrancesIncorporation. (i) If an Affiliate Transferee pursuant to Section 6.6(g) at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party. The equity interest transfer contract to be entered into by the Transferring Party and the Affiliate Transferee in accordance with Section 6.6(h) shall require that if an Affiliate Transferee at any time ceases to be an Affiliate of the Transferring Party, the Transferring Party shall ensure that the Affiliate Transferee shall forthwith Transfer the Equity Interest back to such Transferring Party.