Common use of Board Consent Clause in Contracts

Board Consent. Without limitations as may be provided in the Restated Articles, for so long as any Preferred Shares are outstanding, the following acts by the Group Companies shall in each case require the prior written approval of a majority of the Board which majority shall include all the Preferred Directors: (a) the acquisition (by way of purchase or otherwise) by any Group Company of any interest in any real property except a lease of office premises; (b) the adoption of the annual budget, business plan and the establishment of performance milestones or corporate benchmarks for the Group Companies, and any material deviations therefrom; (c) the establishment or acquisition of any subsidiary or joint venture; (d) incurrence of indebtedness in excess of US$300,000 individually or in excess of US$1,500,000 in the aggregate during any fiscal year; (e) any loans by any Group Company to any director, officer or employee; (f) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$25,000; (g) the purchase by any Group Company of any securities of any other company in excess of US$30,000 individually or in the aggregate in a consecutive twelve (12)-month period; (h) the increase in compensation of any of the five (5) most highly compensated employees of any Group Company by more than twenty-five (25%) in a consecutive twelve (12)-month period; (i) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not in the ordinary course of business or for which the aggregate value exceeds US$30,000; (j) any material changes in any Group Company’s business plan or the appointment of any directors in any Group Company; (k) any amendment or adoption of any new employee stock option plan (or increase of any share reserve thereunder), or approving changes to senior management compensation and bonuses; (l) dismissal or appointment of key executives of the Group Companies (including without limitation, CEO, CFO (or Financial VP or Financial Controller), CTO or other management personnel above the vice-president level); (m) any change in the accounting methods of the Company or any change in the Company’s auditors; (n) any fund transfer from the Company to any PRC Company that is of an amount of more than or RMB500,000 (for a single transfer or an aggregate sum of a series of consequent transfers within one month); or (o) any change in the scope, nature and/or activities or business of the Company or any other Group Company.

Board Consent. Without limitations as may be provided In addition to any other vote or consent in these Articles and the Restated Articles, for so long as any Preferred Shares are outstandingShareholders Agreement, the Company shall not, take any of the following acts by the Group Companies shall in each case require actions without the prior written approval of a majority the Board, including affirmative votes of the Board which majority shall include all the Preferred Investor Directors: (a1) the acquisition (by way or the incurrence of purchase or otherwise) any commitment by any Group Company of any interest in any real property except a lease of office premises; (b) the adoption of the annual budget, business plan and the establishment of performance milestones or corporate benchmarks for the Group Companies, and any material deviations therefrom; (c) the establishment or acquisition of any subsidiary or joint venture; (d) incurrence of indebtedness in excess of US$300,000 individually 540,000 at any time in respect of any one transaction or in excess of US$1,500,000 2,160,000 at any time in the aggregate during a series of related transactions in any fiscal yearyear of any Group Company; (e2) the creation or issuance of any debenture constituting a pledge, lien or charge (whether by way of fixed or floating charge, mortgage encumbrance or other security) on all or any of the undertaking, assets or rights of any Group Company at any time in any financial year, except for the debenture not exceeding US$540,000 individually or not exceeding US$2,160,000 cumulatively and for the purpose of securing borrowings from banks or other financial institutions in the ordinary course of business; (3) any loans sale, transfer, license, charge, encumbrance or otherwise disposal of any trademarks, patents or other Intellectual Property owned by any Group Company to any director, officer or employee; (f) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$25,000; (g) the purchase by any Group Company of any securities of any other company in excess of US$30,000 individually or in the aggregate in a consecutive twelve (12)-month period; (h) the increase in compensation of any of the five (5) most highly compensated employees of any Group Company by more than twenty-five (25%) in a consecutive twelve (12)-month period; (i) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that party which is not a Group Company, other than granting non-exclusive licenses in the ordinary course of business or for which the aggregate value exceeds US$30,000business; (j4) any material changes commencement of or consent to any proceeding seeking liquidation, winding up, dissolution, reorganization, merger or arrangement of any of the Group Companies, or any appointment of a receiver, trustee, manager, judicial manager or other similar official for any Group Company or for any substantial part of its property, or effectiveness of any Trade Sale; (5) any equity investments in any other entities in excess of US$540,000, or the establishment of any brands for any other entity other than the existing members of the Group Companies; (6) any dispose or dilution of the Company’s equity interests, directly or indirectly, in any other Group Company’s business plan ; (7) any transfer of shares or the appointment of any directors equity interests in any Group Company; (k) 8) any approval or amendment of the business plan or adoption budget plan of any new employee stock option plan (or increase Group Company, and the approval of any share reserve thereunder), transaction outside of the previously approved business plan or approving changes to senior management compensation and bonusesbudget plan of any Group Company; (l9) dismissal any initiation or appointment settlement of key executives any suit, arbitration or similar proceeding in relation to any Group Company; (10) any increase of compensation in excess of twenty percent (20%) in a twelve (12) month period afforded to any of the five highest paid employees of any Group Companies Company; (including without limitation, CEO, CFO 11) any creation of or authorization of creating or issuance of any debt securities (other than equipment leases or Financial VP or Financial Controller), CTO or other management personnel above the vice-president levelbank lines of credit); (m12) any change incurrence of debt or expenditure by a Group Company in excess of US$540,000 at any time in respect of any one transaction or in excess of US$2,160,000 at any time in a series of related transactions in any fiscal year of any Group Company other than trade credit incurred in the accounting methods ordinary course of business, unless such transaction is approved under the annual budget of such Group Company or any change in as approved by the Company’s auditorsBoard; (n13) approving, adjusting or changing any fund transfer from terms and conditions of any transaction in respect of the rights and benefits of the directors or shareholders of any Group Company, including without limitation directly or indirectly making any loan or advance to or security, compensation, guaranty for any Indebtedness of any director or shareholder of any Group Company, other than transactions resulting in payments to or by such Group Company to any PRC Company that is of in an amount of not more than US$540,000 at any time in respect of any one transaction or RMB500,000 (for a single transfer or an aggregate sum of not more than US$2,160,000 at any time in a series of consequent transfers within one month); orrelated transactions, or transactions on an arm’s length basis and pursuant to reasonable requirements of such Group Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of the Company; (o14) any change in appointment, replacement or settlement of the scopeterms of appointment of chief executive officer, nature and/or activities or president, chief financial officer, chief operating officer, chief technical officer, and head of the human resources department of any Group Company and any other employee with the title of “vice president” or, including approving any option plans therefor; and (15) any activity out of the ordinary course of business of the Company or any other Group Company.

Board Consent. Without limitations as may be provided Subject to the applicable law, in the addition to any other vote or consent required elsewhere in this Agreement and Restated Articles, for so long as any Preferred Shares are outstanding, the following acts by none of the Group Companies shall in and the Founders and the holders of Ordinary Shares shall cause each case require Group Company not to, take any of the following actions without the prior written approval of a majority of members of the Board (which majority shall include all the Preferred Directors:approval of the Series Seed-A-2 Director, the Xiaomi Director and Series Seed-C Director): (a) any termination or suspension of the acquisition (by way business of purchase or otherwise) by any Group Company as currently conducted, or any change to the main business activities of any interest in any real property except a lease of office premisesGroup Company; (b) any action or a series of actions that results in the adoption issuance of, assumption of, guarantee of or creation of any liability for borrowed money, in excess of RMB 25,000,000 in the aggregate, or out of the budget in excess of 10% of the annual budget, business plan and the establishment of performance milestones or corporate benchmarks for the Group Companies, and any material deviations therefrom; (c) the establishment or acquisition of any subsidiary or joint venture; (d) incurrence of indebtedness in excess of US$300,000 individually or in excess of US$1,500,000 budget in the aggregate during any fiscal year; (ec) any loans by any Group Company to any director, officer or employeeemployee of any Group Company, except the loans by any Group Company to the shareholders of any Group Company for the purpose of capital contribution of any Group Company; (d) the acquisition (by way of purchase or otherwise) of any interest in any real property except a lease of office premises by any Group Company; (e) any purchase by any Group Company of equity securities of, or any securities convertible into equity securities of, any other company in excess of RMB 30,000,000, consummated as a single transaction or through a series of transactions, or the establishment of any brands for companies other than the Group Companies; (f) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$25,000; (g) the purchase by any Group Company of any securities of any other company in excess of US$30,000 individually or in the aggregate in a consecutive twelve (12)-month period; (h) the increase in compensation of any of the five (5) most highly compensated employees of any Group Company by more than twenty-five (25%) in a consecutive twelve (12)-month period; (i) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not in the ordinary course of business or for which the aggregate value exceeds US$30,00025,000; (h) any increase in compensation of any Key Employee (as defined in the Purchase Agreement) and any of the five (5) most highly compensated employees of any Group Company by more than fifteen percent (15%) in a twelve (12) month period, the employees applied to this term will be the same ones who shall sign the non-competition agreements with any Group Company; (i) any adoption of the annual budget, business plan and the establishment of performance milestones of any Group Company, or corporate benchmarks for any Group Company, and any material changes or deviations therefrom; (j) establishment or acquisition of any subsidiary, joint venture or affiliates (excluding any non-legal person branch); (k) any material changes in any Group Company’s business plan plan; or the appointment change of any the structure for the board of directors in any Group Company; (kl) any amendment or adoption the appointment and dismissing of the Chief Executive Officer, Chief Operation Officer and Chief Financial Officer of any new employee stock option plan (or increase of any share reserve thereunder), or approving changes to senior management compensation and bonuses; (l) dismissal or appointment of key executives of the Group Companies (including without limitation, CEO, CFO (or Financial VP or Financial Controller), CTO or other management personnel above the vice-president level)Company; (m) the appointment and dismissing of the auditors of any Group Company, or any change in the accounting methods and financial policies or the fiscal year of the Company or any change in the Company’s auditors; (n) an initial public offering of any fund transfer shares or other equity or debt securities of any Group Company (or as the case may be, the shares or securities of the relevant entity resulting from any merger, reorganization or other arrangements made by or to the Company to any PRC Company that is for the purposes of an amount of more than or RMB500,000 (for a single transfer or an aggregate sum of a series of consequent transfers within one monthpublic offering); or; (o) any change transaction or matter in the scopewhich any Group Company will act as guarantor or will be required to pledge its assets; (p) any sale, nature and/or activities transfer, or disposal of material assets or business of any Group Company in excess of RMB20,000,000 individually or in the aggregate in a twelve (12) month period; (q) any sale, transfer, license, creating pledge or encumbrance over, or disposal of any goodwill, technology or intellectual property owned by any Group Company with value in excess of twenty percent (20%) of the total value of assets of the Group Companies, as reflected in the then latest consolidated balance sheets of the Group Companies, other than licenses granted in the ordinary course of business; (r) any transaction between any Group Company and any shareholder, director, officer or employee of the Group Companies and their associates and affiliates, unless such transaction occurs in the ordinary course of business of the Group Companies and on normal commercial terms and has been fully disclosed in writing to the holders of Preferred Shares prior to the entering into of such transaction; or (s) the declaration or payment of dividend or distribution on the shares of any other Group Company.

Board Consent. Without limitations as may be provided (a) In addition to any other vote or consent required elsewhere in the Restated ArticlesMemorandum and Articles and this Agreement, for so long as any Preferred Shares are outstanding, the following acts by none of the Group Companies shall, and the Founder shall in each case require cause the Group Companies not to, take any of the following actions without the prior written approval of at least a majority of the Board which majority shall include all directors of the Preferred DirectorsCompany: (ai) any expenditure, any purchase and disposal of assets and businesses, or any purchase and disposal of assets and businesses worth, in the acquisition aggregate, more than thirty million Renminbi (RMB30,000,000) per transaction or in the aggregate per month, by way of purchase or otherwise) by any the Group Company of any interest in any real property except Companies (taken as a lease of office premiseswhole); (bii) other than in the adoption ordinary business, any business transactions of any Group Companies (taken as a whole) exceeding the annual budgetamount of three million Renminbi (RMB3,000,000) or out of scope of principal business. For the avoidance of doubt, business plan and the establishment purchase or sale of performance milestones digital products or corporate benchmarks for other merchandise shall be deemed in the Group Companies, and any material deviations therefromCompany’s ordinary business; (ciii) the establishment or acquisition any capital commitment of any subsidiary or joint ventureGroup Companies (taken as a whole) exceeding the amount of thirty million Renminbi (RMB30,000,000) in a period of twelve (12) months; (div) incurrence provision of indebtedness in excess of US$300,000 individually or in excess of US$1,500,000 in the aggregate during any fiscal year; (e) any loans by any Group Company to any director, officer or employeeother person (including employees of any Group Company) in an aggregate amount of more than ten million Renminbi (RMB10,000,000); (fv) adoption or change of the treasury policy, any material accounting policy or the fiscal year of any Group Company; (vi) establishment of any subsidiary or affiliates (excluding any non-legal person branch) and the signing of any shareholders agreement or joint venture agreement by any Group Company; (vii) any purchase or lease by any Group Company of any motor vehicle valued real estate properties not in excess the ordinary course of US$25,000;business; or (gviii) the any purchase by any Group Company of equity securities of, or any securities convertible into equity securities of, any other company. (b) In addition to any other vote or consent required elsewhere in the Restated Memorandum and Articles and this Agreement, none of the Group Companies shall, and the Founder shall cause the Group Companies not to, take any of the following actions without the prior written approval of at least a majority of the directors of the Company, which shall include at least two (2) Non-Management Directors: (i) any material amendment to articles of association of Jingdong Century and Shanghai Shengdayuan; (ii) subject to Section 10.14, appointment and removal of the Chief Executive Officer and Chief Financial Officer of the Company; (iii) incurrence of debt or assumption of any other company in excess financial obligation or issue, assumption, provision of US$30,000 individually guarantee or creation of any liability for borrowed money of any Group Company exceeding the amount of thirty million Renminbi (RMB30,000,000) per transaction or in the aggregate in a consecutive twelve (12)-month periodperiod of 12 months; (hiv) appointment or change of the auditors; (v) any increase in compensation of any of the five (5) most highly compensated employees Chief Executive Officer and Chief Financial Officer of any Group the Company by more than twenty-five percent (25%) in a consecutive twelve (12)-month period12) month period or any change in the terms of employment of such employees; (ivi) any adoption or change in the business plan or scope of principal business of any Group Company; (vii) any agreement, undertaking or other arrangement between or involving, on the one hand, the Founder, any Affiliate of the Founder or any officer, director, “affiliate” or “associate” (as those terms are defined in Rule 405 promulgated under the Securities Act) of any Group Company, and on the other hand, any Group Company, which shall be deemed a related person transaction under the Securities Act; ; provided that any agreement, undertaking or series of transactions other arrangement between any Group Company and any holder of Ordinary Shares, director, officer entity that is 100% owned by or employee of any entity whose economic interests inure to the sole benefit through contractual means to a Group Company shall be excluded; (viii) approval of the annual budget of the Group Companies; (ix) any transfer, sale or grant of license in any of the Group Companies’ intellectual property or other proprietary rights other than in the ordinary course of business; provided that is any grant of exclusive license shall be deemed to be not in the ordinary course of business or for which the aggregate value exceeds US$30,000business; (jx) any material changes entering into, restatement or amendment to or termination of agreements between any PRC Affiliate or any other PRC entity, on the one hand, and any of the PRC Subsidiaries, on the other hand, that provide contractual control to such PRC Subsidiary over such PRC Affiliate or such other PRC entity and, therefore, enables the Company to consolidate the financial statements of such PRC Affiliate or such other PRC entity with those of the Company and to record on the books of the Company for financial reporting purposes; (xi) grant of options, restricted shares or any other share incentives to employees or other individuals under the 2013 share incentive plan beyond the Additional ESOP Shares; (xii) any increase of the authorized/registered capital of any Group Company other than the Company or transfer of any equity interest in any Group Company’s Company other than the Company (except for those contemplated in the business plan or duly approved by the appointment of any directors in any Group Company;Board); and (kxiii) any amendment redomicile or adoption of any new employee stock option plan (or increase of any share reserve thereunder), or approving changes to senior management compensation and bonuses; (l) dismissal or appointment of key executives of the Group Companies (including without limitation, CEO, CFO (or Financial VP or Financial Controller), CTO or other management personnel above the vice-president level); (m) any change in the accounting methods continuation of the Company or any change in the Company’s auditors; (n) any fund transfer from the Company to any PRC Company that is of an amount of more than or RMB500,000 (for a single transfer or an aggregate sum of a series of consequent transfers within one month); or (o) any change in the scope, nature and/or activities or business of the Company or any other Group Companyjurisdictions.

Board Consent. Without limitations as may be provided in the Restated Articles, for so long as any Preferred Shares are outstanding, the following acts by the Group Companies shall in each case require the prior written approval of a majority of the Board which majority shall include including the affirmative votes of all the Preferred Directors: (a) the acquisition (by way of purchase or otherwise) by any Group Company of any interest in any real property except a lease of office premises; (b) the adoption of the annual budget, business plan and the establishment of performance milestones or corporate benchmarks for the Group Companies, and any material deviations therefrom; (c) the establishment or acquisition of any subsidiary or joint ventureventure with total investment amount in excess of US$1,000,000, or the establishment of any brands for companies other than the Group Companies; (d) incurrence of indebtedness in excess of US$300,000 2,000,000 individually or in excess of US$1,500,000 10,000,000 in the aggregate during any fiscal yearyear out of the budget; (e) any loans by any Group Company to any director, officer or employee; (f) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$25,000150,000; (g) the purchase by any Group Company of any securities of any other company or any otherwise investment in any other company in excess of US$30,000 3,000,000 individually or US$10,000,000 in the aggregate in a consecutive twelve (12)-month 12) month period; (h) any transaction(s) by any Group Company with value in excess of US$3,000,000 individually or US$10,000,000 in the aggregate during any fiscal year, whether as to the incurrence of capital commitment or capital expenditure, or the purchase or acquisition or lease of any assets or real property, or otherwise; (i) any creation, issuance or incurrence of any indemnity, debenture, security interest, lien, charge or other encumbrance on all or any part of the business, assets or rights of any Group Company; (j) the appointment and dismissing of CEO, COO and CFO; the increase in compensation of any of the five (5) most highly compensated employees of any Group Company by more than twenty-five fifteen percent (2515%) in a consecutive twelve (12)-month 12) month period; ; the employees applied to this term will be the same ones who will sign the non-competition agreements before the First Closing (i) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not as defined in the ordinary course of business or for which the aggregate value exceeds US$30,000; (j) any material changes in any Group Company’s business plan or the appointment of any directors in any Group CompanySeries D Share Purchase Agreement); (k) any amendment the appointment or adoption removal of the auditor(s) of any new employee stock option plan (Group Company and the determination of the fees, remuneration or increase other compensations of any share reserve thereundersuch auditor(s), or approving changes to senior management compensation and bonuses; (l) dismissal amendment of accounting and financial policies or appointment of key executives change of the Group Companies (including without limitation, CEO, CFO (or Financial VP or Financial Controller), CTO or other management personnel above financial year of the vice-president level)Company; (m) settlement with other parties in regard to any change material litigation, arbitration or other claims in which the accounting methods Company is involved with target amount in excess of US$500,000; and (n) any termination or suspension of the business of any Group Company or any change in the Company’s auditors; (n) any fund transfer from nature or scope of the Company to any PRC Company that is of an amount of more than or RMB500,000 (for a single transfer or an aggregate sum of a series of consequent transfers within one month); or (o) any change in the scope, nature and/or activities or business of the Company or any other Group Company.