Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a true and complete structure chart showing the corporate structure of the Group Companies, as of the date hereof and as of the Closing, and indicating the ownership and Control relationships among all Group Companies, as of the date hereof and as of the Closing, and a description of such structure with such ownership and Control relationships, the nature of the legal entity which each Group Company constitutes, as of the date hereof and as of the Closing, the jurisdiction in which each Group Company was or will be organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person as of the date hereof and as of the Closing. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person. The Company was formed solely to acquire and hold the equity interests in the HK Company and the HK Company was formed solely to acquire and hold the equity interests in the WFOE. Neither the Company nor the HK Company has engaged in any other business and has not incurred any Liability since its formation. The Domestic Companies and Dian Guan are and the WFOE will be engaged in the Business and have no other business. No Principal or Principal Holding Company, and none of their Affiliates (other than a Group Company), is engaged in the Business or has any assets in relation to the Business (other than through an advisory, employment or consulting relationship with a Group Company) or any Contract with any Group Company. None of the Principals and their Affiliates directly or indirectly own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that competes with the businesses of the Group Companies, being the operation of mobile content aggregation platforms and any other major business operations of any Group Company.
Corporate Structure; Subsidiaries. SPAC has no Subsidiaries, and does not own, directly or indirectly, any Equity Securities or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. SPAC is not obligated to make any investment in or capital contribution to or on behalf of any other Person.
Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a complete structure chart showing Group Companies, and indicating the ownership and Control relationships among all Group Companies, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person, other than the commitment of the Holdco Subsidiary to contribute registered capital to the WFOE in accordance with the Charter Documents of the WFOE. The Group does not engage in any business other than the Business.
Corporate Structure; Subsidiaries. Section 3 of the Disclosure Schedule sets forth a complete structure chart showing all members of the Company Group, and indicating the ownership and Control relationships among all members of the Company Group and all holders (directly or indirectly) of equity interests in the members of the Company Group (excluding the Company). No member of the Company Group owns or Controls, directly or indirectly, any interest in any other Person, other than members of the Company Group, as applicable, or is a participant in any joint venture, partnership or similar arrangement.
Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a complete structure chart showing each of the Group Companies, and indicating the ownership and Control relationships among all Group Companies, or a description of such structure with such ownership and Control relationships, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was or will be organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person. The Company was formed solely to acquire and hold the equity interests in the Missfresh HK Company and Mrfresh Cayman. The Missfresh HK Company was formed solely to acquire and hold the equity interests in the WFOEs. The Mrfresh Cayman was formed solely to acquire and hold the equity interests in the Mrfresh HK Company. None of the Company, Mrfresh Cayman, the HK Companies has engaged in any other business and has not incurred any Liability since its formation. The PRC Companies are engaged in the business as set forth in the Recitals and have no other business. No Principal or Principal Holding Company, and no Person owned or controlled by any Principal or Principal Holding Company (other than a Group Company), is engaged in the Business or has any assets in relation to the Business (other than through an advisory, employment or consulting relationship with a Group Company) or any Contract with any Group Company.
Corporate Structure; Subsidiaries. The description of the corporate structure of the Company as set forth in the Private Placement Memorandum is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company which has not been disclosed in the Private Placement Memorandum. The Company was formed solely to acquire and hold the equity interests in the HK Company and the HK Company was formed solely to acquire and hold the equity interests in the WFOE. Neither the Company nor the HK Company has engaged in any other business and has not incurred any material liability since its formation. The WFOE is engaged in the Business as set forth in the Recitals and has no other business. No Key Holder and no Person owned or controlled by any Key Holder (other than a Group Company), is engaged in the Business or has any assets in relation to the Business or any Contract with any Group Company. The WFOE has been lawfully incorporated under the laws of the PRC. The Company, the HK Company, the Key Holders, the Holding Entities as listed in Schedule I-A-2 attached hereto, the Beijing Subsidiary and the WFOE have completed the key documentation in connection with the transactions, and each of the Cooperation Documents has been executed and delivered. Except as set forth in the Private Placement Memorandum, each direct and indirect equity interest holder or beneficial owner of the Company has complied with the registration requirements under Circular 37 or any successor rule or regulation under PRC law, in relation to the transactions contemplated under this Agreement, and has made all oral or written filings, registrations, reporting or any other communications required by SAFE or any of its local branches. No Group Company has, nor has any Security Holder, received any oral or written inquiries, notifications, orders or any other form of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with SAFE Rules and Regulations. Series C+ Preferred Share Purchase Agreement SCHEDULE V
Corporate Structure; Subsidiaries. (i) Section 3.3(i) of the Disclosure Schedule includes a chart setting forth each Group Company (other than the Company), in each case, (a) immediately prior to the Closing and (b) immediately following the Closing, and lists the issued and outstanding share capital of such Group Company, the name of each equity holder of such Group Company and the number of shares or Equity Securities held by such equity holder, the form of legal entity of such Group Company, the location/jurisdiction where such Group Company was organized, each jurisdiction in which such Group Company is required to be licensed to do business as a foreign Person and a brief summary of such Group Company’s business.
Corporate Structure; Subsidiaries. No Acquisition Entity is obligated to make any investment in or capital contribution to or on behalf of any other Person other than in connection with the Transactions.
Corporate Structure; Subsidiaries. Section 3.3 of the Disclosure Schedule sets forth a complete and accurate structure chart showing Group Companies, and indicating the ownership and Control relationships among all Group Companies, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was organized, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Person. No Group Company owns or Controls, or has ever owned or Controlled, directly or indirectly, any Equity Security, interest or share in any other Person or is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person other than the committed capital contributions of the Holdco Subsidiary in the WFOE or as disclosed in Section 3.3 of the Disclosure Schedule. The Company was formed solely to acquire and hold the shares in the Holdco Subsidiary and since its formation has not engaged in any other business. The Group does not engage in any business other than the Business. No Principal or Holding Company, and no Person owned or controlled by any Principal or Holding Company (other than a Group Company), is engaged in the Business or has any assets in relation to the Business or any Contract with any Group Company other than those disclosed in Section 3.3 of the Disclosure Schedule.
Corporate Structure; Subsidiaries. (a) Set forth on Part A of Schedule 3.15 is a complete list of each Person holding direct ownership interests in the Borrower, together with, for each such Person, the percentage ownership of the Borrower represented by such ownership interests. Set forth on Part B of Schedule 3.15 is a complete and correct list of (i) all of the Subsidiaries of the Borrower as of the Effective Date, together with, for each such Subsidiary, (A) the jurisdiction of organization of such Subsidiary, (B) each Person holding direct ownership interests in such Subsidiary and (C) percentage ownership of such Subsidiary represented by such ownership interests. Except as set forth on Schedule 3.15, each Original Loan Party and its Subsidiaries owns, free and clear of Liens, other than Liens created under the Pledge Agreements, and has the unencumbered right to vote, all the outstanding ownership interests in each Person shown to be held by it on Schedule 3.15. All Equity Interests of each Subsidiary of each Original Loan Party are duly and validly issued and are fully paid and non‑assessable.
