BUSINESS OPERATIONS AGREEMENT
This Business Operations Agreement (this "Agreement") is entered in Beijing, the People's Republic of China (the "PRC", excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 23, 2010 by and among the following parties:
(1) PARTY A: Qianxiang Shiji Technology Development (Beijing) Co., Ltd.
Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou
(2) PARTY B: Beijing Qianxiang Tiancheng Technology Development Co., Ltd.
Legal Address: B 389, 3/F, Building 7, No. 48, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Yang Jing
(3) PARTY C: Yang Jing
PRC Identification Card No.: 532721197005100025 Residential Address: Room 202, Unit 1, No 275, Ninger Street, Simao District, Pu'er City, Yunnan, China
(4) PARTY D: Liu Jian
PRC Identification Card No.: 3 10 102 19 7 2 11 12 44 53 Residential Address: Room 1504, No. 2, Nong 138, Nandan Road, Xuhui District, Shanghai, China (Individually a "Party", and collectively the "Parties")
WHEREAS:
A. Party A is a wholly foreign-owned enterprise registered in the PRC;
B. Party B is a wholly domestic-owned company registered in the PRC and is approved by relevant governmental authorities to engage in the business of providing value-added telecommunications services;
C. A business relationship has been established between Party A and Party B by entering into the Amended and Restated Exclusive Technical Service Agreement, pursuant to which Party B is required to make all the stipulated payments to Party A. Therefore, the daily operations of Party B will have a material impact on its ability to pay the payables to Party A;
D. Party C and Party D are the shareholders of Party B, who own 99% and 1% equity interest, respectively, in Party B.
THEREFORE, through friendly negotiation in the principle of equality and common interest, the Parties hereby jointly agree to abide by the following:
1. Negative Undertakings
In order to ensure Party B's performance of the agreements between Party A and Party B and all its obligations born to Party A, Party B together with its shareholders Party C and Party D hereby jointly confirm and agree that unless Party B has obtained a prior written consent from Party A or another party appointed by Party A, Party B shall not conduct any transaction which may materially affect its assets, obligations, rights or operations, including but not limited to the following:
1.1 To conduct any business that is beyond the normal business scope;
1.2 To borrow money or incur any debt from any third party;
1.3 To change or dismiss any directors or to dismiss and replace any senior management members;
1.4 To sell to or acquire from any third party any assets or rights, including but not limited to any intellectual property rights;
1.5 To provide guarantee for any third party with its assets or intellectual property rights or to provide any other guarantee or to place any other obligations over its assets;
1.6 To amend the articles of association of the Party B or to change its business area;
1.7 To change the normal business process or modify any material company policy;
1.8 To assign any of the rights or obligations under this Agreement herein to any third party;
1.9 To incur or assume any indebtedness.
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