Common use of UNDERTAKINGS RELATING TO EQUITY INTEREST Clause in Contracts

UNDERTAKINGS RELATING TO EQUITY INTEREST. 2.1 Joint undertakings relating to Guanli Party B and Party C hereby jointly undertake as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of Guanli, increase or decrease its registered capital, or otherwise change the structure of its registered capital; 2.1.2 Guanli shall maintain its corporate existence in accordance with good financial and business standards and practices by operating its business and handling its affairs in a prudent and efficient manner; it shall make its best endeavour to ensure that Guanli continues to own all permits, licenses and approvals that are necessary for its operation and that such permits, licenses and approvals will not be cancelled; it shall make its best endeavour to keep the current organizational structure and the senior management of the company unchanged, and to maintain the relationship with its customers so as to guarantee that there will not be any material adverse effect on the goodwill and operation of Guanli after the delivery of equity interest as agreed; 2.1.3 Without the prior written consent of Party A, Guanli shall not, at any time after the date hereof, sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest in any assets, businesses or revenues of Guanli, nor allow any other security interest to be created thereon; 2.1.4 Without the prior written consent of Party A, Guanli shall not incur, inherit, guarantee or allow the existence of any debt, except for (i) debts incurred in the normal or ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 2.1.5 Guanli shall always operate all of its businesses during the ordinary course of business to maintain its asset value, and shall refrain from any action/omission that may affect its business operation and asset value; 2.1.6 Without the prior written consent of Party A, Guanli shall not enter into any material contract, except for those contracts that are entered into in the ordinary course of business (for the purpose of this paragraph, a contract with a value exceeding RMB One Million (1,000,000) shall be deemed as a material contract); 2.1.7 Without the prior written consent of Party A, Guanli shall not provide any loan or credit to any person; 2.1.8 Guanli shall, at the request of Party A, provide it with information relating to the business operation and financial condition of Guanli; 2.1.9 Guanli shall take out and maintain insurance from an insurance company recognized by Party A. The coverage and type of insurance shall be the same as those of the insurance typically taken out by other companies that operate businesses similar to Guanli in the same region and possess property or assets similar to Guanli;

UNDERTAKINGS RELATING TO EQUITY INTEREST. 2.1 Joint undertakings relating to Guanli Zhongguan Party B and Party C hereby jointly undertake as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of GuanliZhongguan, increase or decrease its registered capital, or otherwise change the structure of its registered capital; 2.1.2 Guanli Zhongguan shall maintain its corporate existence in accordance with good financial and business standards and practices by operating its business and handling its affairs in a prudent and efficient manner; it shall make its best endeavour to ensure that Guanli Zhongguan continues to own all permits, licenses and approvals that are necessary for its operation and that such permits, licenses and approvals will not be cancelled; it shall make its best endeavour to keep the current organizational structure and the senior management of the company unchanged, and to maintain the relationship with its customers so as to guarantee that there will not be any material adverse effect on the goodwill and operation of Guanli Zhongguan after the delivery of equity interest as agreed; 2.1.3 Without the prior written consent of Party A, Guanli Zhongguan shall not, at any time after the date hereof, sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest in any assets, businesses or revenues of GuanliZhongguan, nor allow any other security interest to be created thereon; 2.1.4 Without the prior written consent of Party A, Guanli Zhongguan shall not incur, inherit, guarantee or allow the existence of any debt, except for (i) debts incurred in the normal or ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 2.1.5 Guanli Zhongguan shall always operate all of its businesses during the ordinary course of business to maintain its asset value, and shall refrain from any action/omission that may affect its business operation and asset value; 2.1.6 Without the prior written consent of Party A, Guanli Zhongguan shall not enter into any material contract, except for those contracts that are entered into in the ordinary course of business (for the purpose of this paragraph, a contract with a value exceeding RMB One Million (1,000,000) shall be deemed as a material contract); 2.1.7 Without the prior written consent of Party A, Guanli Zhongguan shall not provide any loan or credit to any person; 2.1.8 Guanli Zhongguan shall, at the request of Party A, provide it with information relating to the business operation and financial condition of GuanliZhongguan; 2.1.9 Guanli Zhongguan shall take out and maintain insurance from an insurance company recognized by Party A. The coverage and type of insurance shall be the same as those of the insurance typically taken out by other companies that operate businesses similar to Guanli Zhongguan in the same region and possess property or assets similar to GuanliZhongguan;

UNDERTAKINGS RELATING TO EQUITY INTEREST. 2.1 Joint undertakings Undertakings relating to Guanli P3A Party B and Party C hereby jointly undertake as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of GuanliP3A, increase or decrease its registered capital, or otherwise change the structure of its registered capital; 2.1.2 Guanli P3A shall maintain its corporate existence in accordance with good financial and business standards and practices by operating its business and handling its affairs in a prudent and efficient manner; it shall make its best endeavour to ensure that Guanli P3A continues to own all permits, licenses and approvals that are necessary for its operation and that such permits, licenses and approvals will not be cancelled; it shall make its best endeavour to keep the current organizational structure and the senior management of the company unchanged, and to maintain the relationship with its customers so as to guarantee that there will not be any material adverse effect on the goodwill and operation of Guanli P3A after the delivery of equity interest as agreed; 2.1.3 Without the prior written consent of Party A, Guanli P3A shall not, at any time after the date hereof, sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest in any assets, businesses or revenues of GuanliP3A, nor allow any other security interest to be created thereon; 2.1.4 Without the prior written consent of Party A, Guanli P3A shall not incur, inherit, guarantee or allow the existence of any debt, except for (i) debts incurred in the normal or ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 2.1.5 Guanli P3A shall always operate all of its businesses during the ordinary course of business to maintain its asset value, and shall refrain from any action/omission that may affect its business operation and asset value; 2.1.6 Without the prior written consent of Party A, Guanli P3A shall not enter into any material contract, except for those contracts that are entered into in the ordinary course of business (for the purpose of this paragraph, a contract with a value exceeding RMB One Million (1,000,000) shall be deemed as a material contract); 2.1.7 Without the prior written consent of Party A, Guanli P3A shall not provide any loan or credit to any person; 2.1.8 Guanli P3A shall, at the request of Party A, provide it with information relating to the business operation and financial condition of GuanliP3A; 2.1.9 Guanli P3A shall take out and maintain insurance from an insurance company recognized by Party A. The coverage and type of insurance shall be the same as those of the insurance typically taken out by other companies that operate businesses similar to Guanli P3A in the same region and possess property or assets similar to GuanliP3A;

UNDERTAKINGS RELATING TO EQUITY INTEREST. 2.1 Joint undertakings relating to Guanli PGW Seeds Party B and Party C hereby jointly undertake as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of GuanliPGW Seeds, increase or decrease its registered capital, or otherwise change the structure of its registered capital; 2.1.2 Guanli PGW Seeds shall maintain its corporate existence in accordance with good financial and business standards and practices by operating its business and handling its affairs in a prudent and efficient manner; it shall make its best endeavour to ensure that Guanli PGW Seeds continues to own all permits, licenses and approvals that are necessary for its operation and that such permits, licenses and approvals will not be cancelled; it shall make its best endeavour to keep the current organizational structure and the senior management of the company unchanged, and to maintain the relationship with its customers so as to guarantee that there will not be any material adverse effect on the goodwill and operation of Guanli PGW Seeds after the delivery of equity interest as agreed; 2.1.3 Without the prior written consent of Party A, Guanli PGW Seeds shall not, at any time after the date hereof, sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest in any assets, businesses or revenues of GuanliPGW Seeds, nor allow any other security interest to be created thereon; 2.1.4 Without the prior written consent of Party A, Guanli PGW Seeds shall not incur, inherit, guarantee or allow the existence of any debt, except for (i) debts incurred in the normal or ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 2.1.5 Guanli PGW Seeds shall always operate all of its businesses during the ordinary course of business to maintain its asset value, and shall refrain from any action/omission that may affect its business operation and asset value; 2.1.6 Without the prior written consent of Party A, Guanli PGW Seeds shall not enter into any material contract, except for those contracts that are entered into in the ordinary course of business (for the purpose of this paragraph, a contract with a value exceeding RMB One Million (1,000,000) shall be deemed as a material contract); 2.1.7 Without the prior written consent of Party A, Guanli PGW Seeds shall not provide any loan or credit to any person; 2.1.8 Guanli PGW Seeds shall, at the request of Party A, provide it with information relating to the business operation and financial condition of GuanliPGW Seeds; 2.1.9 Guanli PGW Seeds shall take out purchase and maintain insurance from an insurance company recognized by Party A. The coverage and type of insurance shall be the same as those of the insurance typically taken out purchased by other companies that operate businesses similar to Guanli PGW Seeds in the same region and possess property or assets similar to GuanliPGW Seeds;

UNDERTAKINGS RELATING TO EQUITY INTEREST. 2.1 Joint undertakings relating to Guanli Zhongguan Party B and Party C hereby jointly undertake as follows: 2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association of GuanliZhongguan, increase or decrease its registered capital, or otherwise change the structure of its registered capital; 2.1.2 Guanli Zhongguan shall maintain its corporate existence in accordance with good financial and business standards and practices by operating its business and handling its affairs in a prudent and efficient manner; it shall make its best endeavour to ensure that Guanli Zhongguan continues to own all permits, licenses and approvals that are necessary for its operation and that such permits, licenses and approvals will not be cancelled; it shall make its best endeavour to keep the current organizational structure and the senior management of the company unchanged, and to maintain the relationship with its customers so as to guarantee that there will not be any material adverse effect on the goodwill and operation of Guanli Zhongguan after the delivery of equity interest as agreed; 2.1.3 Without the prior written consent of Party A, Guanli Zhongguan shall not, at any time after the date hereof, sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest in any assets, businesses or revenues of GuanliZhongguan, nor allow any other security interest to be created thereon; 2.1.4 Without the prior written consent of Party A, Guanli Zhongguan shall not incur, inherit, guarantee or allow the existence of any debt, except for (i) debts incurred in the normal or ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; 2.1.5 Guanli shall always operate all of its businesses during the ordinary course of business to maintain its asset value, and shall refrain from any action/omission that may affect its business operation and asset value; 2.1.6 Without the prior written consent of Party A, Guanli shall not enter into any material contract, except for those contracts that are entered into in the ordinary course of business (for the purpose of this paragraph, a contract with a value exceeding RMB One Million (1,000,000) shall be deemed as a material contract); 2.1.7 Without the prior written consent of Party A, Guanli shall not provide any loan or credit to any person; 2.1.8 Guanli shall, at the request of Party A, provide it with information relating to the business operation and financial condition of Guanli; 2.1.9 Guanli shall take out and maintain insurance from an insurance company recognized by Party A. The coverage and type of insurance shall be the same as those of the insurance typically taken out by other companies that operate businesses similar to Guanli in the same region and possess property or assets similar to Guanli;