DISPOSE OF ALL OR ANY PART OF ITS EQUITY INTEREST IN THE COMPANY
WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE OTHER PARTIES, THE APPROVAL OF
THE BOARD OF DIRECTORS, AND THE APPROVAL OF THE ORIGINAL EXAMINATION AND
APPROVAL AUTHORITY.
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IN THE EVENT A PARTY INTENDS TO ASSIGN AND TRANSFER ALL OR PART OF ITS EQUITY
INTEREST TO ANY OF ITS AFFILIATES, HOWEVER, THE OTHER PARTIES SHALL GRANT ITS
CONSENT.
16.2
THE EQUITY INTEREST OWNED BY EACH PARTY SHALL BE
FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES, SECURITY AND/OR LIENS OF ANY NATURE
WHATSOEVER.
16.3
THE TRANSFER OF ITS EQUITY INTEREST BY THE
PARTY SHALL BECOME EFFECTIVE UPON THE APPROVAL BY THE ORIGINAL EXAMINATION AND
APPROVAL AUTHORITY AFTER THE RESOLUTION OF THE BOARD OF DIRECTORS AND, SIGNATURE
OF THE AGREEMENT FOR THE TRANSFER OF EQUITY INTEREST.
16.4
WHEN ONE PARTY TO THE COMPANY ASSIGNS, OR
TRANSFERS ALL OR PART OF ITS EQUITY INTEREST (HEREINAFTER REFERRED TO AS
"PROPOSING PARTY"), THE OTHER PARTIES SHALL HAVE PRE-EMPTIVE RIGHT TO PURCHASE
SUCH EQUITY INTEREST.
IF SUCH PRE-EMPTIVE RIGHT IS NOT EXERCISED WITHIN THE
[***] DAY PERIOD, THE PROPOSING PARTY SHALL HAVE THE RIGHT, EXERCISABLE AFTER
THE EXPIRY OF THE [***] DAY PERIOD OR THE RECEIPT OF THE OFFER TO PURCHASE
PORTION OF THE EQUITY INTEREST FROM THE OTHER PARTIES AS THE CASE MAY BE, TO
TRANSFER THE EQUITY INTEREST TO THE THIRD PARTY AT THE PRICE, DETERMINED BASED
ON THE LATEST AUDITED FINANCIAL STATEMENTS AND ON TERMS AND CONDITIONS NOT MORE
FAVORABLE TO SUCH THIRD PARTY THAN THOSE PROPOSED BY THE PROPOSING PARTY FOR THE
EXERCISE OF PRE-EMPTIVE RIGHTS.
16.5
UPON ANY TRANSFER BY A PARTY OF ALL OR ANY PART
OF ITS EQUITY INTEREST IN THE COMPANY, THE TRANSFERRING PARTY SHALL SURRENDER TO
THE COMPANY FOR CANCELLATION ITS INVESTMENT CERTIFICATES ISSUED BY THE COMPANY,
AND THE COMPANY SHALL ISSUE A NEW INVESTMENT CERTIFICATE TO THE TRANSFEREE, IF
NECESSARY.
16.6
AFTER THE APPROVAL OF THE ORIGINAL EXAMINATION
AND APPROVAL AUTHORITY OF ANY INCREASE OR REDUCTION OF THE REGISTERED CAPITAL OF
THE COMPANY OR OF ANY TRANSFER OF ANY PARTY'S INTEREST IN THE COMPANY,
PROCEDURES FOR REGISTRATION SHALL BE HANDLED BY THE COMPANY WITH THE RELEVANT
DEPARTMENT OF ADMINISTRATION OF INDUSTRY AND COMMERCE.
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Chapter 7
REPRESENTATION AND WARRANTY
Article 17
17.1
PARTY A HEREBY REPRESENTS AND WARRANTS THAT:
I.
PARTY A IS A LIMITED LIABILITY
COMPANY DULY ESTABLISHED, VALID AND EXISTING IN GOOD STANDING AS A LEGAL PERSON
IN ACCORDANCE WITH PRC LAWS.
II.
PARTY A HAS ALL REQUISITE POWER AND
AUTHORITY AND ALL NECESSARY LICENSES AND PERMITS TO EXECUTE AND PERFORM THIS
CONTRACT, ALL OF THE APPENDIXES ATTACHED HERETO, THE ARTICLES OF ASSOCIATIONS,
AND ANY AGREEMENT AND DOCUMENTS REFERRED TO IN THIS CONTRACT TO WHICH IT IS A
PARTY AND WILL BE BOUND BY THE TERMS AND CONDITIONS THEREIN.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS CONTRACT BY PARTY A WILL NOT VIOLATE ANY
PROVISIONS OF PRC LAWS.
III.
PARTY A'S REPRESENTATIVE, WHOSE
SIGNATURE IS AFFIXED TO THIS