Common use of Controlled Entities Clause in Contracts

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid in accordance with its articles of association and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (Company listed in Schedule IV hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and organized and is validly existing as a corporation with limited liability, and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction)or organization, with full has corporate or other similar power and authority to own own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Final Prospectus; and, to the extent applicable, each Controlled Entity Prospectus and is duly qualified to do transact business as a foreign corporation and is in all other jurisdictions good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualification; business, except where the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are failure to so qualify or to be in full force and effectgood standing would not result in a Material Adverse Effect (as defined below). All of the issued and outstanding share capital stock of each non-PRC Controlled Entity has been duly authorized and validly issued, is fully paid and non-assessable, all of the registered capital of each PRC Controlled Entity has been duly issued and is fully paid in accordance with its applicable PRC laws and their respective articles of association association, to the extent such registered capital is required to be paid prior to the date hereof and nonassessableany Time of Delivery, and the capital stock of each the Controlled Entity ownedEntities owned by the Company, directly or through subsidiaries, except for the encumbrance created under the VIE Agreements, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; other than those listed in exhibit 21.1 to the Registration Statement and the Controlled Entities, the Company does not own or control, directly or indirectly, by the Company, any corporation or entity that is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (a “significant subsidiary” as defined herein), which are described in under Rule 1-02 of Regulation S-X under the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.Exchange Act;

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 8.1 of the Registration Statement (Company’s annual report on Form 20-F for the fiscal year ended December 31, 2019 filed with the Commission on April 24, 2020 shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, liability and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (Company listed in Schedule IV hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and organized and is validly existing as a corporation with limited liability, and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction)or organization, with full has corporate or other similar power and authority to own own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Final Prospectus; and, to the extent applicable, each Controlled Entity Prospectus and is duly qualified to do transact business as a foreign corporation and is in all other jurisdictions good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualification; business, except where the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are failure to so qualify or to be in full force and effectgood standing would not result in a Material Adverse Effect (as defined below). All of the issued and outstanding share capital stock of each non-PRC Controlled Entity has been duly authorized and validly issued, is fully paid and non-assessable, all of the registered capital of each PRC Controlled Entity has been duly issued and is fully paid in accordance with its applicable PRC laws and their respective articles of association association, to the extent such registered capital is required to be paid prior to the date here of and nonassessableany Time of Delivery, and the capital stock of each the Controlled Entity ownedEntities owned by the Company, directly or through subsidiaries, except for the encumbrance created under the VIE Agreements, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; other than those listed in exhibit 21.1 to the Registration Statement and the Controlled Entities, the Company does not own or control, directly or indirectly, by the Company, any corporation or entity that is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (a “significant subsidiary” as defined herein), which are described in under Rule 1-02 of Regulation S-X under the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.Exchange Act;

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (Schedule D hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered .” Except as disclosed in the aggregate or as a single subsidiaryGeneral Disclosure Package and the Final Prospectus, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liabilityliability or a school, as the case may be, and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation or entity in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities (as defined below)taken as a whole, or on the ability of the Company and the Controlled Entities to carry out their obligations under this Agreement and the Deposit Agreement (“Material Adverse Effect”); the constitutive constitutional documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid in accordance with its articles of association and nonassessable, and except as disclosed in the General Disclosure Package and the Final Prospectus, the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity...

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, as the case may be, and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid in accordance with its articles of association and the applicable laws of the jurisdiction of its incorporation and nonassessable, . Except for the pledges and options on the capital stock equity interests of each the Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in Entities under the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None , the capital stock of the outstanding share capital in any each Controlled Entity was issued owned, directly or indirectly, by the Company, except as disclosed in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.the General Disclosure Package and the Final Prospectus is owned free from liens, encumbrances and defects..

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (in Schedule D are referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, liability and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, and each Controlled Entity is duly qualified to do transact business as a foreign corporation and is in all other jurisdictions good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital or equity interest in any Controlled Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Controlled Entity.. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.

Controlled Entities. The principal Each of the Company’s direct and indirect subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 each of the Registration Statement entities which the Company directly or indirectly controls through contractual arrangements (the “VIE”) have been identified on Schedule C hereto, which shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, liability and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and non-assessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the share capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liensas described in the General Disclosure Package and the Final Prospectus, charges, encumbrances and defectsand, except as provided in the VIE Agreements (as defined herein), which are described below) and disclosed in the Registration Statement, the Final Prospectus and the General Disclosure PackagePackage and the Final Prospectus, free from liens, encumbrances and defects. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.