Common use of Board Reserved Matters Clause in Contracts

Board Reserved Matters. The following matters with respect to the Group must be submitted to the Board and shall require simple majority approval of the Board (the “Board Reserved Matters”): (a) The hiring, termination or determination of compensation of the CEO and CFO or entry into any employment or consulting agreement with respect thereto; or the determination or modification of the compensation of, or any significant changes to the terms of appointment of the CEO and CFO. (b) Any incurrence of indebtedness, assumption of credit or guarantee in excess of US$ 20 million by any Group Company. (c) The entry into any derivatives contract or create, or allowing to arise or issue any pledge, lien or charge (whether by way of fixed or floating charge, mortgage encumbrance or other security), security interest, guarantee, claim, restriction, equity or encumbrances of any nature whatsoever on any of the property, undertaking, assets or rights of any Group Company. (d) Any capital expenditure in excess of US$ 20 million by any Group Company. (e) Any acquisition by any of the Group Company of assets in excess of US$20 million, or the acquisition of any shares, equity interests or debt securities of any person. (f) Any dividend distribution of the Company. (g) Any change in accounting principles or to the fiscal or financial year of any Group Company, or the appointment or change of auditors of the Company. (h) The approval of the audited annual financial statements of the Company. (i) Adoption of, or amendment to, any employee stock ownership plan or other incentive or profit sharing program of the Company. (j) The adoption of, or any significant amendment to, the annual budget and business plan of the Company. (k) Any material tax election of any Group Company. (l) Any transactions with any related party over US$5 million, other than transactions between any Group Company. (m) The approval of, or adjustments or modifications to the terms of, transactions exceeding $10 million involving the interest of any director, officer, employee, shareholder or related party of any Group Company or any of their respective Affiliates and associates, including but not limited to provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any such person. (n) The disposal or dilution of any direct or indirect interest held by any Group Company in any of its Affiliates. (o) The sale or disposal of all or a substantial part of the undertaking, goodwill or assets of any Group Company. (p) The delegation of any powers of the board of directors to a committee or any Person. (q) Any sale, mortgage or other disposal of assets in excess of US$20 million not in the ordinary course of business or of any equity interests in any Group Company. (r) Entry into any contract that is expected to generate revenues of more than US$ 15 million in any annual period or any contract that obligates any Group Company to make payments in excess of US$ 15 million during any year or in excess of US$ 50 million during the term of the contract. (s) Entry by any Group Company into any joint venture or partnership arrangement. (t) Commencement or settlement of any material litigation involving any Group Company. (u) Disposing any rights to the use of any patent, trademark, service ▇▇▇▇, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, except in the ordinary course of its business and consistent with past practice; (v) Entry into any arrangement to do any of the foregoing.

Board Reserved Matters. The following matters with respect to the Group must be submitted to the Board and shall require simple majority approval of the Board (the “Board Reserved Matters”): (a) The hiring, termination or determination of compensation of the CEO and CFO or entry into any employment or consulting agreement with respect thereto; or the determination or modification of the compensation of, or any significant changes to the terms of appointment of the CEO and CFO. (b) Any incurrence of indebtedness, assumption of credit or guarantee in excess of US$ 20 million by any Group Company. (c) The entry into any derivatives contract or create, or allowing to arise or issue any pledge, lien or charge (whether by way of fixed or floating charge, mortgage encumbrance or other security), security interest, guarantee, claim, restriction, equity or encumbrances of any nature whatsoever on any of the property, undertaking, assets or rights of any Group Company. (d) Any capital expenditure in excess of US$ 20 million by any Group CompanyCompany . (e) Any acquisition by any of the Group Company of assets in excess of US$20 million, or the acquisition of any shares, equity interests or debt securities of any person. (f) Any dividend distribution of the Company. (g) Any change in accounting principles or to the fiscal or financial year of any Group Company, or the appointment or change of auditors of the Company. (h) The approval of the audited annual financial statements of the Company. (i) Adoption of, or amendment to, any employee stock ownership plan or other incentive or profit sharing program of the Company. (j) The adoption of, or any significant amendment to, the annual budget and business plan of the Company. (k) Any material tax election of any Group Company. (l) Any transactions with any related party over US$5 million, other than transactions between any Group Company. (m) The approval of, or adjustments or modifications to the terms of, transactions exceeding $10 million involving the interest of any director, officer, employee, shareholder or related party of any Group Company or any of their respective Affiliates and associates, including but not limited to provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any such person. (n) The disposal or dilution of any direct or indirect interest held by any Group Company in any of its Affiliates. (o) The sale or disposal of all or a substantial part of the undertaking, goodwill or assets of any Group Company. (p) The delegation of any powers of the board of directors to a committee or any Person. (q) Any sale, mortgage or other disposal of assets in excess of US$20 million not in the ordinary course of business or of any equity interests in any Group Company. (r) Entry into any contract that is expected to generate revenues of more than US$ 15 million in any annual period or any contract that obligates any Group Company to make payments in excess of US$ 15 million during any year or in excess of US$ 50 million during the term of the contract. (s) Entry by any Group Company into any joint venture or partnership arrangement. (t) Commencement or settlement of any material litigation involving any Group Company. (u) Disposing any rights to the use of any patent, trademark, service ▇▇▇▇, trade name or copyright, or dispose of or disclose to any person any trade secret, formula, process or know-how not theretofore a matter of public knowledge, except in the ordinary course of its business and consistent with past practice; (v) Entry into any arrangement to do any of the foregoing.