Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) Capitalization. The registered capital stock of NewPower was RMB $1,000,000 (US $147,060). Except as set forth in the preceding sentence, no other class of capital stock or other security of NewPower is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of NewPower Common Stock set forth opposite each Seller's name on Schedule 1 attached hereto, which shares constitute all of the issued and outstanding capital stock of NewPower. NewPower, as of the Closing Date, is the lawful, record and beneficial owner of NewPower. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders, no other class of capital stock or other security of NewPower, is authorized, issued, reserved for issuance or outstanding. At the Closing, E’Jxxxx will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of NewPower was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue sky” laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital stock amount of NewPower was RMB $1,000,000 (US $147,060)SLB is USD$65,660, which equals 100% ownership percentage of SLB. Except as set forth in the preceding sentence, no other class of capital stock or other security of NewPower SLB is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of NewPower Common SLB Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto, which shares constitute all of the issued . Jian Wang and outstanding capital stock of NewPower. NewPowerGuoying Yin, as of the Closing Date, is are the lawful, record and beneficial owner rexxxx xxx benefxxxxx xxxxxs of NewPowerthe total ownership interest of SLB. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Sharesownership interest of SLB, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the ShareholdersShareholders or SLB, no other class of capital stock or other security of NewPowerSLB, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, E’Jxxxx UTVG will be vested with good and marketable title to the ownership of the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the sharesShares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of NewPower SLB was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “"Securities Act”"), or any other securities or “"blue sky” " laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital stock amount of NewPower was RMB SSD is USD $1,000,000 (US $147,060)4,000,000, which equals 100% ownership percentage of SSD. Except as set forth in the preceding sentence, no other class of capital stock or other security of NewPower SSD is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of NewPower Common SSD Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto, which shares constitute all of the issued and outstanding capital stock of NewPower. NewPowerXiangsheng Song, as of the Closing Date, is the lawful, record and beneficial owner of NewPowerthe total ownership interest of SSD. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Sharesownership interest of SSD, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the ShareholdersShareholders or SSD, no other class of capital stock or other security of NewPowerSSD, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, E’Jxxxx UTVG will be vested with good and marketable title to the ownership of the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the sharesShares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of NewPower SSD was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “"Securities Act”"), or any other securities or “"blue sky” " laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital stock amount of NewPower was RMB $1,000,000 (US $147,060)TGD is USD$2,640,000, which equals 100% ownership percentage of TGD. Except as set forth in the preceding sentence, no other class of capital stock or other security of NewPower TGD is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of NewPower Common TGD Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto, which shares constitute all of the issued hereto Xuetian Yuan and outstanding capital stock of NewPower. NewPowerJinwei Chen, as of the Closing DateClosinx Xxxx, is xxx the lawful, record and beneficial owner owners of NewPowerthe total ownership interest of TGD. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Sharesownership interest of TGD, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Sharesoutstanding shares of capital stock of TGD. Except as is issued to and held by the ShareholdersShareholders or TGD, no other class of capital stock or other security of NewPowerTGD, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, E’Jxxxx UTVG will be vested with good and marketable title to the Sharesownership of 90% of the outstanding shares of capital stock of TGD, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the sharesShares. Each of the Shares outstanding shares of TGD has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of NewPower TGD was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “"Securities Act”"), or any other securities or “"blue sky” " laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital stock amount of NewPower was RMB $1,000,000 (US $147,060)FOI is USD$489,269, which equals 100% ownership percentage of FOI. Except as set forth in the preceding sentence, no other class of capital stock or other security of NewPower FOI is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of NewPower Common FOI Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto, which shares constitute all of the issued . Zhiyong Su and outstanding capital stock of NewPower. NewPowerSida He, as of the Closing Date, is are the lawful, record and beneficial owner owners of NewPowerthe total ownership interest of FOI. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Sharesownership interest of FOI, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Sharesoutstanding shares of capital stock of FOI. Except as is issued to and held by the ShareholdersShareholders or FOI, no other class of capital stock or other security of NewPowerFOI, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, E’Jxxxx UTVG will be vested with good and marketable title to the Sharesownership of all of the outstanding shares of capital stock of FOI, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the sharesShares. Each of the Shares outstanding shares of FOI has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of NewPower FOI was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “"Securities Act”"), or any other securities or “"blue sky” " laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital stock amount of NewPower was RMB $1,000,000 (US $147,060)FTZ is USD$1,865,040, which equals 100% ownership percentage of FTZ. Except as set forth in the preceding sentence, no other class of capital stock or other security of NewPower FTZ is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of NewPower Common FTZ Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Peng Huang, which shares constitute all of the issued Xinbo Huang, and outstanding capital stock of NewPower. NewPowerXxxxxxx Xxoux, as of the xx xx xxe Closing Date, is are the lawful, record and beneficial owner owners of NewPowerthe total ownership interest of FTZ. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Sharesownership interest of FTZ, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the ShareholdersShareholders or FTZ, no other class of capital stock or other security of NewPowerFTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, E’Jxxxx CNOA will be vested with good and marketable title to the Sharesownership of the Shares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws)) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the sharesShares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of NewPower FTZ was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “"Securities Act”"), or any other securities or “"blue sky” " laws.