Common use of Control Documents Clause in Contracts

Control Documents. (i) Each Group Company and each equity holder of the Domestic Company has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary action (corporate and other) to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (ii) To the extent permitted by applicable Laws, each Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (iii) No Consents are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Consents which (a) have already been obtained or provided for under the Control Documents, (b) remain in full force and effect, (c) are required to register any share pledge to secure the Domestic Company’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company to the HK Company, (d) are required for the transfer of equity interests in the Domestic Company upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and among the WFOE, the Domestic Company and the equity holders of the Domestic Company, (e) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iv) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (a) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, or any Material Contract to which a Group Company is a party or by which a Group Company is bound, (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any Indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness of any Group Company, or (d) result in the creation of any Lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company except for the pledge of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议). (v) Each Control Document entered into is, and all such Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRC, and constitute the legal and binding obligations of the relevant parties. (vi) All shareholders of the Domestic Company are, to the best Knowledge of the Warrantors, acting in good faith and in the best interests of the Group Companies. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the best Knowledge of the Warrantors, threatened against or affecting any of the Domestic Company or the other Group Companies that (a) challenge the validity or enforceability of any part or all of the Control Documents taken as a whole, (b) challenge the structure of the Domestic Company and its ownership structure as set forth in the Control Documents, (c) claim any ownership, share, equity or interest in the Domestic Company or any other Group Companies, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company or any other Group Companies, or (d) claim any of the Control Documents or the ownership structure thereof or any arrangement or performance of or in accordance with the Control Documents was or is in violation of, or will violate any Laws of the PRC.

Control Documents. As of the Closing Date: (i) Each Group Company party to any Control Document (other than the Tencent Nominee and each equity holder of the Domestic Company JD Nominee) has the legal right, full power and authority (corporate and other) to enter into into, execute and perform its obligations under each deliver such Control Document to which it is a party and has taken all necessary action (corporate each other agreement, certificate, document and other) instrument to authorize the execution, delivery and performance of, and has authorized, be executed and delivered, each delivered by the Company pursuant to the Control Document Documents and to perform its obligations hereunder and thereunder. The execution and delivery by such party of the Control Documents to which it is a party. party and the performance by such party of its obligations hereunder and thereunder have been duly authorized by all requisite actions on its part. The Control Documents to which such party is a party have been or will be, duly executed and delivered by such party and constitutes (ii) To the extent permitted by applicable Lawsor, each Control Document constitutes a when executed and delivered in accordance herewith will constitute), its legal, valid and legally binding obligation of the parties named therein obligations, enforceable against it in accordance with its their respective terms, except (ax) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or and other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (by) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (z) any Authorizations to be obtained under the Control Documents. (iiiii) No Consents approvals are required to be obtained for the execution and delivery of the Control Documents, the performance by the relevant parties to each Control Document of their respective obligations thereunder obligations, and the transactions contemplated under the Control Documents, other than those Consents which approvals that: (av) have already been obtained or provided for obtained, (w) remain in full force, (x) are required to register any Share Pledge to secure the VIE Entity’s obligations under the Control Documents, (b) remain in full force and effect, (c) are required to register any share pledge to secure the Domestic Company’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company to the HK Company, (dy) are required for the transfer of equity interests in of the Domestic Company VIE Entity upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and relevant exclusive option agreement among the WFOE, the Domestic Company VIE Entity and the equity holders shareholders of the Domestic CompanyVIE Entity, and (ez) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iviii) The execution execution, delivery and delivery performance by each party named in and all of the relevant parties (other than the Tencent Nominee and the JD Nominee) of their respective obligations under each and all of the Control DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall thereunder, did not and do not (ai) result in any violation of their respective articles of association, their respective business licenses or constitutive documents, (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, be in conflict with, or constitute a default under, with any agreement, instrument, arbitration award or without judgment, order or decree of any court of the passage of time or PRC having jurisdiction over the giving of noticerelevant parties to the Control Documents, any provision of its constitutional documents as in effect at the date hereofcase may be, or any Material Contract agreement with, or instrument to which a Group Company any of them is expressed to be a party or by which a Group Company is bound, (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any Indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness of any Group Company, or (d) result in the creation of any Lien, claim, charge or encumbrance upon binding on any of the properties or assets of any Group Company except for the pledge of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议)them. (viv) Each Control Document entered into is, and all such of the Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRCPRC Laws, and constitute the legal and binding obligations of the relevant parties. (viv) All To the Company’s best knowledge, all shareholders of such VIE Entity (other than the Domestic Company are, to Tencent Nominee and the best Knowledge of the Warrantors, JD Nominee) are acting in good faith and in the best interests of the Group CompaniesCompany. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the Company’s best Knowledge of the Warrantorsknowledge, threatened against or affecting any of the Domestic Company Company, the WFOE or the other Group Companies that any VIE Entity that: (ai) challenge the validity or enforceability of any part or all of the Control Documents taken as a whole, ; (bii) challenge the VIE structure of or the Domestic Company and its ownership structure as set forth in the Control Documents, ; (ciii) claim any ownership, share, equity or interest in the Domestic Company WFOE or any other Group CompaniesVIE Entity, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company WFOE or any other Group Companies, VIE Entity; or (div) claim any of the Control Documents or the ownership structure thereof or any arrangement arrangements or performance of or in accordance with the Control Documents was or was, is in violation of, or will violate any Laws of the PRCPRC Laws.

Control Documents. As of the Closing Date (with respect to the following clauses (i) through (iii) and (v)) and the Restructuring Completion Date (with respect to clauses (i) through (v)): (i) Each Group Company and each equity holder of party to any Control Document (other than the Domestic Company Tencent Nominee) has the legal right, full power and authority (corporate and other) to enter into into, execute and deliver such Control Document to which it is a party and each other agreement, certificate, document and instrument to be executed and delivered by it pursuant to the Control Documents and to perform its obligations under thereunder. The execution and delivery by such party of each Control Document to which it is a party and has taken the performance by such party of its obligations thereunder have been duly authorized by all requisite actions on its part. Subject to any necessary action (corporate and other) to authorize Authorization by the execution, delivery and performance of, and has authorized, executed and deliveredrelevant Governmental Authority, each Control Document to which it such party is a party. (ii) To party has been or will be duly executed and delivered by such party and constitutes, or when executed and delivered in accordance herewith will constitute, the extent permitted by applicable Lawslegal, each Control Document constitutes a valid and legally binding obligation obligations of the parties named therein such party, enforceable against such party in accordance with its terms, except (a) as limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or moratorium and other laws of general application relating to or affecting the enforcement of creditors’ rights generally, generally and (b2) as limited by laws relating to the availability of specific performance, injunctive relief, relief or other equitable remedies. (iiiii) No Consents Authorizations are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Consents which Authorizations that (a1) have already been obtained or provided for under the Control Documents, (b2) remain in full force and effect, (c3) are required to register any share pledge to secure the Domestic CompanyVIE Entity’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company VIE Entity to the HK CompanyGroup Company incorporated in Hong Kong, (d4) are required for the transfer of equity interests in the Domestic Company VIE Entity upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and relevant exclusive option agreement among the WFOE, the Domestic Company VIE Entity and the equity holders shareholders of the Domestic Company, VIE Entity and (e5) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iviii) The execution execution, delivery and delivery performance by each party named in and all of the relevant parties (other than the Tencent Nominee) of their respective obligations under each and all of the Control DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall thereunder, did not and do not (a1) result in any violation of their respective articles of association, business licenses or constitutive documents, (2) result in any violation of any applicable PRC Laws which would reasonably be expected to have, individually or in aggregate, a Material Adverse Effect or (3) conflict with or result in a breach or violation of any of the terms or provisions of, be in conflict with, or constitute a default under, with or without any Order of any court of the passage of time or PRC having jurisdiction over the giving of notice, any provision of its constitutional documents as in effect at relevant parties to the date hereof, Control Documents or any Material Contract to which a Group Company any of such parties is expressed to be a party or by which a Group Company is bound, (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any Indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness of any Group Company, or (d) result in the creation of any Lien, claim, charge or encumbrance upon binding on any of the properties or assets of any Group Company except for the pledge of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议)them. (viv) Each Control Document entered into between the WFOE and the VIE Entity is, and all of such Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRCPRC Laws, and constitute the legal and binding obligations of the relevant parties. (viv) All shareholders of the Domestic Company are, to VIE Entity (other than the best Knowledge of the Warrantors, Tencent Nominee) are acting in good faith and in the best interests of the Group CompaniesCompany. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the best Knowledge of the WarrantorsCompany, threatened against or affecting any of the Domestic Company or the VIE Entity and other Group Companies that (a1) challenge the validity or enforceability of any part or all of the Control Documents taken as a whole, (b2) challenge the VIE structure of or the Domestic Company and its ownership structure as set forth in the Control Documents, (c3) claim any ownership, share, equity or interest in the Domestic Company VIE Entity or any other Group Companies, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company VIE Entity or any other Group Companies, Companies or (d4) claim any of the Control Documents or the ownership structure thereof or any arrangement or performance of or in accordance with the Control Documents was or was, is in violation of, or will violate any Laws of the PRCPRC Laws.

Control Documents. (i) Each Group Company and each equity holder of the Domestic Company has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each Control Document to which it is a party and has taken all necessary action (corporate and other) to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each Control Document to which it is a party. (ii) To the extent permitted by applicable Laws, each Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.. Series B-2 Preferred Share Subscription Agreement (iii) No Consents are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Consents which (a) have already been obtained or provided for under the Control Documents, (b) remain in full force and effect, (c) are required to register any share pledge to secure the Domestic Company’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company to the HK Company, (d) are required for the transfer of equity interests in the Domestic Company upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and among the WFOE, the Domestic Company and the equity holders of the Domestic Company, (e) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iv) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (a) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents as in effect at the date hereof, or any Material Contract to which a Group Company is a party or by which a Group Company is bound, (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any Indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness of any Group Company, or (d) result in the creation of any Lien, claim, charge or encumbrance upon any of the properties or assets of any Group Company except for the pledge of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议). (v) Each Control Document entered into is, and all such Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRC, and constitute the legal and binding obligations of the relevant parties. (vi) All shareholders of the Domestic Company are, to the best Knowledge of the Warrantors, acting in good faith and in the best interests of the Group Companies. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the best Knowledge of the Warrantors, threatened against or affecting any of the Domestic Company or the other Group Companies that (a) challenge the validity or enforceability of any part or all of the Control Documents taken as a whole, (b) challenge the structure of the Domestic Company and its ownership structure as set forth in the Control Documents, (c) claim any ownership, share, equity or interest in the Domestic Company or any other Group Companies, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company or any other Group Companies, or (d) claim any of the Control Documents or the ownership structure thereof or any arrangement or performance of or in accordance with the Control Documents was or is in violation of, or will violate any Laws of the PRC.

Control Documents. As of the Closing Date: (i) Each Group Company party to any Control Document (other than the Tencent Nominee and each equity holder of the Domestic Company Key Holder Nominee) has the legal right, full power and authority (corporate and other) to enter into into, execute and deliver such Control Document to which it is a party and each other agreement, certificate, document and instrument to be executed and delivered by it pursuant to the Control Documents and to perform its obligations under thereunder. The execution and delivery by such party of each Control Document to which it is a party and has taken the performance by such party of its obligations thereunder have been duly authorized by all requisite actions on its part. Subject to any necessary action (corporate and other) to authorize Authorization by the execution, delivery and performance of, and has authorized, executed and deliveredrelevant Governmental Authority, each Control Document to which it such party is a party. (ii) To party has been or will be duly executed and delivered by such party and constitutes, or when executed and delivered in accordance herewith will constitute, the extent permitted by applicable Lawslegal, each Control Document constitutes a valid and legally binding obligation obligations of the parties named therein such party, enforceable against such party in accordance with its terms, except (a) as limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or moratorium and other laws of general application relating to or affecting the enforcement of creditors’ rights generally, generally and (b2) as limited by laws relating to the availability of specific performance, injunctive relief, relief or other equitable remedies. (iiiii) No Consents Authorizations are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Consents which Authorizations that (a1) have already been obtained or provided for under the Control Documents, (b2) remain in full force and effect, (c3) are required to register any share pledge to secure the Domestic CompanyVIE Entity’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company VIE Entity to the HK CompanyWFOE, (d4) are required for the transfer of equity interests in the Domestic Company VIE Entity upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and relevant exclusive option agreement among the WFOE, the Domestic Company VIE Entity and the equity holders shareholders of the Domestic Company, VIE Entity and (e5) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iviii) The execution execution, delivery and delivery performance by each party named in and all of the relevant parties (other than the Tencent Nominee and the Key Holder Nominee) of their respective obligations under each and all of the Control DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall thereunder, did not and do not (a1) result in any violation of their respective articles of association, business licenses or constitutive documents, (2) result in any violation of any applicable PRC Laws which would reasonably be expected to have, individually or in aggregate, a Material Adverse Effect or (3) conflict with or result in a breach or violation of any of the terms or provisions of, be in conflict with, or constitute a default under, with or without any Order of any court of the passage of time or PRC having jurisdiction over the giving of notice, any provision of its constitutional documents as in effect at relevant parties to the date hereof, Control Documents or any Material Contract to which a Group Company any of such parties is expressed to be a party or by which a Group Company is bound, (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person to accelerate, the maturity of any Indebtedness or other liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness of any Group Company, or (d) result in the creation of any Lien, claim, charge or encumbrance upon binding on any of the properties or assets of any Group Company except for the pledge of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议)them. (viv) Each Control Document entered into between the WFOE and the VIE Entity is, and all of such Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRCPRC Laws, and constitute the legal and binding obligations of the relevant parties. (viv) All shareholders of the Domestic Company are, to VIE Entity (other than the best Knowledge of Tencent Nominee and the Warrantors, Key Holder Nominee) are acting in good faith and in the best interests of the Group CompaniesCompany. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the best Knowledge of the WarrantorsCompany, threatened against or affecting any of the Domestic Company or the VIE Entity and other Group Companies that (a1) challenge the validity or enforceability of any part or all of the Control Documents taken as a whole, (b2) challenge the VIE structure of or the Domestic Company and its ownership structure as set forth in the Control Documents, (c3) claim any ownership, share, equity or interest in the Domestic Company VIE Entity or any other Group Companies, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company VIE Entity or any other Group Companies, Companies or (d4) claim any of the Control Documents or the ownership structure thereof or any arrangement or performance of or in accordance with the Control Documents was or was, is in violation of, or will violate any Laws of the PRCPRC Laws.

Control Documents. (ia) Each Group Company and each equity holder of the Domestic Company WFOE, the PRC Affiliate, the Founders and other parties to the Control Documents has the legal right, power and authority (corporate and other) to enter into and perform its its/his/her obligations under each the Control Document to which it it/he is a party and has taken all necessary corporate action (corporate and other) to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each delivered the Control Document to which it it/he is a party. (iib) To The Control Documents are adequate to establish and maintain the extent permitted by applicable Lawsintended Captive Structure of the Group Companies, each under which (a) the WFOE Controls the PRC Affiliate and its Subsidiaries, and (b) the financial statements of the PRC Affiliate and its Subsidiaries can be consolidated in accordance with the Accounting Principles. No Group Company has received any written inquiries, notifications or any other form of official correspondence from any Governmental Authority challenging or questioning the legality or enforceability of any of the Control Document Documents. None of the transactions contemplated under the Control Documents constitutes a violation of PRC law currently in effect. All transactions under the Control Documents which require a government filing or registration have received or completed such filing or registration (including, without limitation, registration of share pledges contemplated under the Control Documents). (c) The Control Documents constitute a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (bii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (iii) No Consents are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Consents which (a) have already been obtained or provided for under the Control Documents, (b) remain in full force and effect, (c) are required to register any share pledge to secure the Domestic Company’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company to the HK Company, (d) are required for the transfer of equity interests in the Domestic Company upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and among the WFOE, the Domestic Company and the equity holders of the Domestic Company, (e) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iv) The execution and delivery by each party named in each thereto of the Control DocumentDocuments, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (ai) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents Charter Documents as in effect at the date hereof, any applicable Law, or any Material Contract to which a Group Company is a party or by which a Group Company is bound, or (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (cii) accelerate, or constitute an event entitling any Person person to accelerate, the maturity of any Indebtedness or other liability Liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness Liability of any Group Company, or (diii) result in the creation of any Lien, claim, charge or encumbrance Liens upon any of the properties or assets of any Group Company except for the pledge of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议)Company. (ve) All consents required in connection with the Control Documents have been made or unconditionally obtained in writing, and no such Consent has been withdrawn or is subject to any condition precedent which has not been fulfilled or preformed. (f) Each Control Document entered into is, is in full force and all such effect and no party to any Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRC, and constitute the legal and binding obligations of the relevant parties. (vi) All shareholders of the Domestic Company are, to the best Knowledge of the Warrantors, acting Document is in good faith and material breach or default in the best interests performance or observance of the Group Companies. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the best Knowledge of the Warrantors, threatened against or affecting any of the Domestic Company terms or the other Group Companies that (a) challenge the validity or enforceability provisions of any part or all such Control Document. None of the parties to any Control Documents taken as a wholeDocument has sent or received any communication regarding termination of or intention not to renew any Control Document, (b) challenge the structure of the Domestic Company and its ownership structure as set forth in the Control Documents, (c) claim any ownership, share, equity no such termination or interest in the Domestic Company or any other Group Companies, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company or any other Group Companies, or (d) claim non-renewal has been threatened by any of the Control Documents or the ownership structure thereof or any arrangement or performance of or in accordance with the Control Documents was or is in violation of, or will violate any Laws of the PRCparties thereto.

Control Documents. (i) Each Group Company and each equity holder of the Domestic Company Group Companies, the Founder, and other parties to the Control Documents has the legal right, power power, and authority (corporate and other) to enter into and perform its or his or her obligations under each Control Document to which it or he or she is a party and has taken all necessary corporate action (corporate and otherto the extent applicable) to authorize the execution, delivery delivery, and performance of, and has authorized, executed and delivered, each Control Document to which it or he is a party. (ii) To The Control Documents are adequate to establish and maintain the extent permitted by applicable Lawsintended Captive Structure of the Group Companies, each under which (a) the WFOE Controls Beijing CHJ, Xindian Information, and their respective Subsidiaries, and (b) the financial statements of Beijing CHJ, Xindian Information, and their respective Subsidiaries can be consolidated with those of the Company and the other Subsidiaries of Companies in accordance with the Accounting Principles. No Group Company has received any written inquiries, notifications, or any other form of official correspondence from any Governmental Authority challenging or questioning the legality or enforceability of any of the Control Documents. (iii) Each Control Document constitutes a valid and legally binding obligation of the parties named therein enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, generally or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (iii) No Consents are required to be obtained for the execution and delivery of the Control Documents, the performance by the parties to each Control Document of their respective obligations thereunder and the transactions contemplated under the Control Documents, other than those Consents which (a) have already been obtained or provided for under the Control Documents, (b) remain in full force and effect, (c) are required to register any share pledge to secure the Domestic Company’s obligations under the Control Documents and to make the transfer of profits from the Domestic Company to the HK Company, (d) are required for the transfer of equity interests in the Domestic Company upon exercise by the WFOE of its rights under the Exclusive Purchase Option Agreement (独家购买权协议) entered into by and among the WFOE, the Domestic Company and the equity holders of the Domestic Company, (e) do not impose any obligation, condition or restriction that would create a material burden on the parties to the Control Documents. (iv) The execution and delivery by each party named in each Control Document, and the performance by such party of its obligations thereunder and the consummation by it of the transactions contemplated therein shall not (a) result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of its constitutional documents Charter Documents as in effect at the date hereof, any applicable Law, or any Material Contract contract to which a Group Company it is a party or by which a Group Company it is bound, (b) result in any violation of, be in conflict with, or constitute a default under, in any material respect, any Governmental Order or any applicable Law, (c) accelerate, or constitute an event entitling any Person person to accelerate, the maturity of any Indebtedness or other liability Liability of any Group Company or to increase the rate of interest presently in effect with respect to any Indebtedness of any Group Company, or (dc) result in the creation of any Lien, claim, charge charge, or encumbrance upon any of the properties or assets of any Group Company Company, except for the equity pledge as set forth in Section 3.20(iv) of the equity interests of the Domestic Company pursuant to Equity Pledge Agreement (股权质押协议)Disclosure Schedule. (v) Each All Consents required in connection with the Control Document entered into isDocuments have been made or unconditionally obtained in writing as of the Closing, and all no such Control Documents taken as a whole are, legal, valid, enforceable and admissible as evidence under the Laws of the PRC, and constitute the legal and binding obligations of the relevant partiesConsent has been withdrawn or is subject to any condition precedent which has not been fulfilled or preformed. (vi) All shareholders of the Domestic Company are, Each Control Document upon execution is in full force and effect and no party to the best Knowledge of the Warrantors, acting any Control Document is in good faith and material breach or default in the best interests performance or observance of the Group Companies. There have been no disputes, disagreements, claims or any legal proceedings of any nature, raised by any Governmental Authority or any other party, pending or, to the best Knowledge of the Warrantors, threatened against or affecting any of the Domestic Company terms or the other Group Companies that (a) challenge the validity or enforceability provisions of any part or all such Control Document as of the Control Documents taken as a whole, (b) challenge the structure Closing. None of the Domestic Company parties to any Control Document has sent or received any communication regarding termination of or intention not to renew any Control Document, and its ownership structure as set forth in the Control Documents, (c) claim any ownership, share, equity no such termination or interest in the Domestic Company or any other Group Companies, or claim any compensation for not being granted any ownership, share, equity or interest in the Domestic Company or any other Group Companies, or (d) claim non-renewal has been threatened by any of the Control Documents or the ownership structure thereof or any arrangement or performance of or in accordance with the Control Documents was or is in violation of, or will violate any Laws of the PRCparties thereto.