Compliance with PRC Laws. The ownership and corporate structure of CCC, its Subsidiaries, and the VIE as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions “Prospectus Summary – Corporate Structure” and “Business – Our History and Corporate Structure” complies and, immediately after the Offering, will comply with the current PRC laws, does not and, immediately after the Offering, will not violate, breach, contravene or otherwise conflict with any applicable PRC laws, and has not been challenged by any court or Governmental Entity. There are no legal, administrative, arbitration or governmental proceedings, pending anywhere in respect of the ownership and corporate structures of the Company, any of its Subsidiaries or the VIE (including any proceeding challenging the effectiveness or validity of the ownership or corporate structure), and no such proceedings are threatened or contemplated by any Governmental Entity or any person to the Company’s best knowledge.
Compliance with PRC Laws. All Approvals from any PRC Governmental Authority and any third party which are required to be obtained or made by each Warrantor under applicable PRC Laws in connection with (i) the due and proper establishment of the PRC Subsidiaries and the conduct of its business, (ii) the consummation of the transactions contemplated hereunder or under the other Transaction Documents, including but not limited to the Approvals by and with the National Development and Reform Commission, the Ministry of Commerce, the State Administration for Industry and Commerce, the SAFE, tax authorities, customs authorities, environment authorities, and product registration authorities, have been obtained or completed in accordance with the relevant PRC Laws, not in default, and are in full force and effect and there exist no grounds on which any such Approval may be cancelled or revoked or any PRC Subsidiary or its legal representative may be subject to Liability or penalties for misrepresentations or failures to disclose information to the issuing PRC Governmental Authorities.
Compliance with PRC Laws. The activities of the EJV shall be governed and protected by the Relevant Laws and Regulations of the PRC. The EJV shall enjoy all the protection, privileges, rights and benefits conferred by the Relevant Laws and Regulations of the PRC and by policies of the Government Authorities relating to foreign investment.
Compliance with PRC Laws. The Company covenants it shall fully comply with all the applicable Laws of the PRC as well as all requirements of the competent Governmental Authorities with respect to their conducting of business in all material respects, on a continuing basis.
Compliance with PRC Laws. The Company will implement and maintain effective measures reasonably designed to comply with PRC laws and regulations concerning the private education, copyrights, information dissemination over the Internet, user privacy protection and other applicable aspects of the Company’s operations. The Company will use best effort to rectify or cure any non-compliance and maintain compliance with PRC laws and regulations applicable to the Company’s operation.
Compliance with PRC Laws. (a) On the Issue Date, to the best of its knowledge:
(i) in respect of each of the Issuer and AST (HK), as from the date of its incorporation, none of its shareholders is a PRC Resident or (except for AST (HK)) a Shareholder of Opco;
(ii) all authorisations required under PRC laws, including but not limited to the M&A Regulations and Circular 75, in connection with the acquisition by AST (HK) of 64% of the equity interest in Opco have been obtained or effected, and are in full force and effect;
(iii) in respect of each of the Issuer and AST (HK), all shareholders have obtained, completed and maintained in full force and effect all authorisations required under PRC laws, including but not limited to the M&A Regulations and Circular 75, in connection with the establishment of the Issuer or, as the case may be, AST (HK) and its shareholding therein and any matters relating thereto; and
(iv) Opco has lawfully obtained, pursuant to proper procedures and on the basis of true, accurate and complete representations made to the relevant local branch of the State Administration of Foreign Exchange, and has maintained in full force and effect a foreign exchange registration certificate issued by the relevant branch of the State Administration of Foreign Exchange.
(b) For the purpose of this Condition 5.27,
(i) Circular 75 means Circular (2005) No. 75 issued on 21 October 2005 by the State Administration of Foreign Exchange of the PRC;
(ii) M&A Regulations means the “Regulations regarding the Acquisition of Domestic Enterprises by Foreign Investors” promulgated on 8 August 2006 by the Ministry of Commerce, State Assets Supervision and Administration Commission, State Administration of Taxation, State Administration of Industry and Commerce, China Securities Regulatory Commission and State Administration of Foreign Exchange;
Compliance with PRC Laws. The activities of the JVCo shall be governed and protected by PRC Laws. The JVCo shall be entitled to all the protection, privileges, rights and benefits conferred by PRC Laws.
Compliance with PRC Laws. Except as set out in Disclosure Schedule, all laws of the PRC have been complied with in its incorporation, organization, management, control and funding including any laws, rules or regulations promulgated by the Ministry of Commerce, State-owned Assets Supervision and Administration Commission of the State Council, State Administration of Taxation, State Administration for Industry and Commerce, China Securities Regulatory Commission and State Administration of Foreign Exchange.
Compliance with PRC Laws. The Company is a Chinese legal person that carries out all its business activities in compliance with, and under the governing and protection of the laws, regulations, rules and other regulatory documents of the PRC.
Compliance with PRC Laws. The issuance, sale and delivery of the Offered Shares by the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus will not conflict with, or result in a breach or violation of, the provisions of any PRC Laws.
