This Operating Agreement (this “Agreement”) is made and entered into as of September 28, 2006 by and among:
Party A: AutoNavi Information Technology Co., Ltd.
Registered address: Room 2, 16/F Daheng Scitech Mansion, 3 Suzhou Street, Haidian District, Beijing
Party B: Beijing MapABC Technology Co., Ltd.
Registered address: Room 804, 8/F, Weidi Sci-tech Building, 8 Zhongguancun South Street, Haidian District, Beijing
Party C: Hou Jun
Address: 119, Shangxie Street, Xuanwu District, Beijing
Party D: Tang Xiyong
Address: Room 502, Unit 1, Building 31, Bajiaobeili, Shijingshan District, Beijing
NOW THEREFORE, through consultation, the parties agree as follows:
Party A is a wholly foreign owned enterprise established in the People’s Republic of China (the “PRC” or “China”).
Party B is a limited liability company registered in the PRC engaging in its business within its approved scope of business
with the approval of the relevant competent governmental authorities.
Party A and Party B have built business relationship by entering into Exclusive Technology Consulting and Service
Agreement, Know-how License Agreement, and other agreements (the “Business Agreements” collectively).
In accordance with the Exclusive Technology Consulting and Service Agreement entered into by Party A and Party B,
Party B shall pay a sum of money to Party A and the daily operation of Party B will have a material effect on its ability to
make payment to Party A.
Party C and Party D are shareholders of Party B and hold 55% and 45% equity interests of Party B, respectively.
Each party agrees to further specify matters relating to the operation of Party B in accordance with the provisions of this
In order to ensure the normal business operation of Party B, Party A agrees to provide, as the guarantor of Party B,
complete guarantee for the performance by Party B of such contracts, agreements or trans