Common use of Corporate Structure; Subsidiaries Clause in Contracts

Corporate Structure; Subsidiaries. The Company does not presently have any Subsidiaries other than those listed in Section 3.3 of the Disclosure Schedule. Section 3.3 of the Disclosure Schedule sets forth the name, jurisdiction of incorporation or organization, and all of the security holders of each Subsidiary. The information relating to each Subsidiary as set out in Section 3.3 of the Disclosure Schedule is true and accurate in all respects and there is no information the omission of which might make such information misleading or inaccurate in any respect. The entire share capital or registered capital of each Subsidiary is legally and beneficially owned by its relevant security holder(s) as set out in Section 3.3 of the Disclosure Schedule, and has been fully, validly and punctually paid-up in accordance with its Charter Documents and all applicable Laws. Except as disclosed in the Disclosure Schedule, the registered capital of each Group Company that is a PRC entity has been verified as being fully, validly and punctually paid-up by a duly qualified accountant registered in the PRC. Except as disclosed in the Disclosure Schedule, no Group Company 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 US Company. The HK Company was formed solely to acquire and hold the equity interests in the WFOEs. Neither the Company nor the HK Company has engaged in any other business and has not incurred any Liability since its formation, other than those incurred during the ordinary course of their formation and maintenance. The US Company, the Domestic Companies and the WFOEs are engaged in the Business and have no other business. Neither any Key Holder, nor any Person Controlled by any Key Holder (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 as disclosed in Section 3.3 of the Disclosure Schedule) or any Contract with any Group Company.

Corporate Structure; Subsidiaries. The Company does not presently have any Subsidiaries other than those listed in Section 3.3 of the Disclosure Schedule. Section 3.3 of the Disclosure Schedule sets forth the name, jurisdiction of incorporation or organization, and all of the security holders of each Subsidiary. The information relating to each Subsidiary as set out in Section 3.3 of the Disclosure Schedule is true and accurate in all respects and there is no information the omission of which might make such information misleading or inaccurate in any respect. The entire share capital or registered capital of each Subsidiary is legally and beneficially owned by its relevant security holder(s) as set out in Section 3.3 of the Disclosure Schedule, and has been fully, validly and punctually paid-up in accordance with its Charter Documents and all applicable Laws. Except as disclosed in the Disclosure Schedule, the registered capital of each Group Company that is a PRC entity has been verified as being fully, validly and punctually paid-up by a duly qualified accountant registered in the PRC. Except as disclosed in the Disclosure Schedule, no Group Company 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 US Company. The HK Company was formed solely to acquire and hold the equity interests in the WFOEs. Neither the Company nor the HK Company has engaged in any other business and has not incurred any Liability since its formation, other than those incurred during the ordinary course of their formation and maintenance. The US Company, the Domestic Companies Guangzhou VIE and the WFOEs are engaged in the Business and have no other business. Neither any Key Holder, nor any Person Controlled by any Key Holder (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 as disclosed in Section 3.3 of the Disclosure Schedule) or any Contract with any Group Company.

Corporate Structure; Subsidiaries. The Company does not presently have any Subsidiaries other than those listed in Section 3.3 of the Disclosure Schedule. Section 3.3 of the Disclosure Schedule sets forth a complete structure chart showing the name, jurisdiction of incorporation or organizationGroup Companies, and indicating the ownership and Control relationships among all the Group Companies, the nature of the security holders of each Subsidiary. The information relating to each Subsidiary as set out in Section 3.3 of the Disclosure Schedule is true and accurate in all respects and there is no information the omission of legal entity which might make such information misleading or inaccurate in any respect. The entire share capital or registered capital of each Subsidiary is legally and beneficially owned by its relevant security holder(s) as set out in Section 3.3 of the Disclosure Schedule, and has been fully, validly and punctually paid-up in accordance with its Charter Documents and all applicable Laws. Except as disclosed in the Disclosure Schedule, the registered capital of each Group Company that is a PRC entity has been verified as being fullyconstitutes, validly and punctually paid-up by a duly qualified accountant registered the jurisdiction in the PRC. Except as disclosed in the Disclosure Schedule, no 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 as contemplated by the Transaction Documents. The Company was formed solely to acquire and hold the equity interests in the HK Company and the US Company. The HK Company was formed solely to acquire and hold the equity interests in the WFOEsWFOE. Neither the Company nor the HK Company has engaged in any other business and has not incurred any Liability liability since its formation, other than those incurred during except for the ordinary course of their formation note and maintenancethe liabilities as disclosed in the Disclosure Schedule, incorporation cost and associated legal expenses. The US Company, the Domestic Companies and the WFOEs are WFOE is engaged in the Business as set forth in the Recitals and have has no other business. Neither any No Key Holder, nor any Holder and no Person Controlled 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 (other than through an advisory, employment or consulting relationship with a Group Company as disclosed in Section 3.3 of the Disclosure Schedule) 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 Entity, 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 Section 3 of the Disclosure Schedule, 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.