Common use of Undertaking by the Domestic Company Clause in Contracts

Undertaking by the Domestic Company. The Domestic Company hereby undertakes that: (a) Without prior written consent of the WFOE, it will not add, revise or amend the articles of association of the Domestic Company in any form, or increase or decrease its paid-in capital, or change its registered capital structure in any way; (b) It will follow good financial and commercial standards and practices, maintain itself in good standing, and prudently and effectively operate its business and handle affairs; (c) Without prior written consent of the WFOE, it will not sell, transfer, mortgage or otherwise dispose any legal or beneficial interests in any assets, business or revenue of the Domestic Company, or allow the creation of any other security interests on the foregoing, at any time from the date hereof; (d) Without prior written consent of the WFOE, it will not incur, inherit, guarantee or allow the existence of any debt, except for: (i) debts arising from normal or ordinary course of business operations; and (ii) debts that have been disclosed to the WFOE and obtained written consent from the WFOE; (e) It will keep all existing business under normal operation to maintain the asset value of the Domestic Company, and will not commit any act or omission which will affect its operating condition or asset value; (f) Without prior written consent of the WFOE, it will not enter into any material contract (including but not limited to any contract with a contractual value of over RMB100,000), other than those entered into in the normal course of business; (g) Without prior written consent of the WFOE, it will not provide any loan or credit to any person; (h) At the request of the WFOE, it will provide the WFOE with all information on the operational and financial condition of the Domestic Company; (i) The Domestic Company will purchase and maintain insurance from an insurer acceptable to the WFOE. The amount and type of insurance shall be the same as those of the insurance normally procured by other companies engaging in similar business or having similar property or assets in the same region; (j) Without prior written consent of the WFOE, it will not merge or consolidate with any person, or acquire or invest in any person; (k) It will inform the WFOE immediately of any pending or threatened lawsuits, arbitration or administrative proceedings relating to assets, business and revenue of the Domestic Company; (l) In order to maintain its ownership over all of its assets, the Domestic Company will sign all necessary or appropriate documents, take all necessary or appropriate actions, bring forward all necessary or appropriate claims, or make all necessary and appropriate defenses against all claims; (m) Without prior written consent of the WFOE, it will not distribute dividends in any form; (n) Unless mandatorily required by the PRC laws, without written consent of the WFOE, the Domestic Company shall not dissolve or liquidate; (o) At the request of the WFOE, it will appoint any person designated or recognized by the WFOE as the director of the Domestic Company; and (p) Without prior written consent of the WFOE, it will not issue any additional equity or right to acquire or receive equity in the Domestic Company.

Undertaking by the Domestic Company. The Domestic Company hereby undertakes that: (a) Without prior written consent of the WFOE, it will not addsupplement, revise or amend the articles of association of the Domestic Company in any form, or increase or decrease its paid-in registered capital, or change its registered capital structure in any way; (b) It will follow good financial and commercial standards and practices, maintain itself in good standing, and prudently and effectively operate its business and handle affairs; (c) Without prior written consent of the WFOE, it will not sell, transfer, mortgage or otherwise dispose any legal or beneficial interests in any assets, business or revenue of the Domestic Company, or allow the creation of any other security interests Security Interests on the foregoing, at any time from the date hereof; (d) Without prior written consent of the WFOE, it will not incur, inherit, guarantee or allow the existence of any debt, except for: (i) debts arising from normal or ordinary course of business operationsoperations other than by means of loan; and (ii) debts that have been disclosed to the WFOE and obtained written consent from the WFOE; (e) It will keep all existing business under normal operation to maintain the asset value of the Domestic Company, and will not commit any act or omission which will affect its operating condition or asset value; (f) Without prior written consent of the WFOE, it will not enter into any material contract (including but not limited to any contract with a contractual value of over RMB100,000RMB500,000), other than those entered into in the normal course of business; (g) Without prior written consent of the WFOE, it will not provide any loan or credit to any person; (h) At the request of the WFOE, it will provide the WFOE with all information on the operational and financial condition of the Domestic Company; (i) The Domestic Company will purchase and maintain insurance from an insurer acceptable to the WFOE. The amount and type of insurance shall be the same as those of the insurance normally procured by other companies engaging in similar business or having similar property or assets in the same region; (j) Without prior written consent of the WFOE, it will not merge or consolidate with any person, or acquire or invest in any person; (kj) It will inform the WFOE immediately of any pending or threatened lawsuits, arbitration or administrative proceedings relating to assets, business and revenue of the Domestic Company; (lk) In order to maintain its ownership over all of its assets, the Domestic Company will sign all necessary or appropriate documents, take all necessary or appropriate actions, bring forward all necessary or appropriate claims, or make all necessary and appropriate defenses against all claims; (ml) Without prior written consent of the WFOE, it will not distribute dividends in any form; (n) Unless mandatorily required by . However, at the PRC laws, without written consent request of the WFOE, all distributable profits of the Domestic Company shall not dissolve or liquidate;be immediately distributed to its shareholders; and (om) At the request of the WFOE, it will appoint any person designated or recognized by the WFOE as the director of the Domestic Company; and (p) Without prior written consent of the WFOE, it will not issue any additional equity or right to acquire or receive equity in the Domestic Company.