Common use of Corporate Power and Qualification Clause in Contracts

Corporate Power and Qualification. (a) The Target Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Target Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Target Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (b) The Domestic Company is a private company limited by shares duly organized, validly existing under the laws of the PRC and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted. The Domestic Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Domestic Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Domestic Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.

Corporate Power and Qualification. (a) The Target Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Target Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Target Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (b) The Domestic Company WFOE Sub is a private company limited by shares wholly-foreign owned enterprise duly organized, validly existing under the laws of the PRC and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted. The Domestic Company WOFE Sub is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Domestic Company WFOE Sub is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Domestic Company WFOE Sub has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (c) Each VIE Agreement is valid, binding and enforceable, and will not result in any violation of any PRC Laws currently in effect. The Company has effective Control of the VIE Sub and is the sole beneficiary of the VIE Sub and the VIE Agreements are adequate to enable the financial statements of the VIE Sub to be consolidated with those of the other Group Companies in accordance with the applicable accounting standards.

Corporate Power and Qualification. (a) The Target Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands Hong Kong and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Target Company is ultra vxxxxxxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Target Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (b) The Domestic Company WFOE Sub is a private company limited by shares wholly-foreign owned enterprise duly organized, validly existing under the laws of the PRC and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted. The Domestic Company WFOE Sub is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxx Xxxxxxxx Adverse Effect. The approved total investment amount of the WFOE Sub is USD10,000,000, of which the registered capital amount is USD10,000,000, and such registered capital has been approved by all relevant PRC authorities, which approvals are in full force and effect and have not lapsed or been revoked, and are paid in full. None of the activities, agreements, commitments, obligations or rights of the Domestic Company WFOE Sub is ultra vxxxxxxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Domestic Company WFOE Sub has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (c) Of the registered capital required to be paid by the Company directly to the WFOE Sub, RMB53,366,763.45 has been paid to the WFOE Sub under its Charter Documents, in accordance with the contribution time schedule set forth therein. (d) Each VIE Agreement is valid, binding and enforceable, and will not result in any violation of any PRC Laws currently in effect. The Company has effective Control of the VIE Sub and is the sole beneficiary of the VIE Sub and the VIE Agreements are adequate to enable the financial statements of the VIE Sub to be consolidated with those of the other Group Companies in accordance with the applicable accounting standards.

Corporate Power and Qualification. (a) The Target Company is a private company limited by shares duly organized, validly existing under the laws of the British Virgin Islands Hong Kong and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Target Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Target Company is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Target Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (b) The Domestic Company WFOE Sub is a private company limited by shares wholly-foreign owned enterprise duly organized, validly existing under the laws of the PRC and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted. The Domestic Company WFOE Sub is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Target Gxxxx Xxxxxxxx Adverse Effect. The approved total investment amount of the WFOE Sub is USD10,000,000, of which the registered capital amount is USD10,000,000, and such registered capital has been approved by all relevant PRC authorities, which approvals are in full force and effect and have not lapsed or been revoked, and are paid in full. None of the activities, agreements, commitments, obligations or rights of the Domestic Company WFOE Sub is ultra vxxxx, unauthorized or in violation of its Charter Documents or any applicable Laws. The Domestic Company WFOE Sub has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf. (c) Of the registered capital required to be paid by the Company directly to the WFOE Sub, RMB53,366,763.45 has been paid to the WFOE Sub under its Charter Documents, in accordance with the contribution time schedule set forth therein. (d) Each VIE Agreement is valid, binding and enforceable, and will not result in any violation of any PRC Laws currently in effect. The Company has effective Control of the VIE Sub and is the sole beneficiary of the VIE Sub and the VIE Agreements are adequate to enable the financial statements of the VIE Sub to be consolidated with those of the other Group Companies in accordance with the applicable accounting standards.