Common use of Corporate Structure; Subsidiaries Clause in Contracts

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 HK Company and 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. The Domestic Companies and the WFOEs 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. The Group Companies have conducted the restructuring in accordance with the restructuring framework agreement dated May 31, 2017 by and among the Principals, the WFOEs, Beijing Missfresh, the then shareholders of Beijing Missfresh and other relevant parties thereto in a reasonable manner and in compliance with all applicable Laws, including but not limited to the legitimacy and validity of repurchase and exit of Hangzhou Qianhai (as defined below) and Hangzhou Lihai (as defined below), which will not cause additional losses to or impair the interests of the Group Companies or the shareholders, including the losses or burden in excess of the repurchase price already paid by the Group Companies.

Corporate Structure; Subsidiaries. Section 3.3 The description of the Disclosure Schedule sets forth a complete corporate structure chart showing each of the Group CompaniesCompany 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, and indicating contract or other document relating to the ownership and Control relationships among all Group Companies, corporate structure or a description of such structure with such ownership and Control relationships, the nature operation of the legal entity Company which each Group Company constitutes, has not been disclosed in 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 PersonPrivate 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 WFOEsWFOE. Neither the Company nor the HK Company has engaged in any other business and has not incurred any Liability material liability since its formation. The Domestic Companies and the WFOEs are WFOE is engaged in the business Business as set forth in the Recitals and have has no other business. No Principal or Principal Holding Company, Key Holder and no Person owned or controlled by any Principal or Principal Holding Company 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) or any Contract with any Group Company. The Group Companies 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 conducted completed the restructuring key documentation in accordance connection with the restructuring framework agreement dated May 31transactions, 2017 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 and among the PrincipalsSAFE or any of its local branches. No Group Company has, the WFOEsnor has any Security Holder, Beijing Missfreshreceived any oral or written inquiries, the then shareholders notifications, orders or any other form of Beijing Missfresh and other relevant parties thereto in a reasonable manner and in official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with all applicable Laws, including but not limited to the legitimacy SAFE Rules and validity of repurchase and exit of Hangzhou Qianhai (as defined below) and Hangzhou Lihai (as defined below), which will not cause additional losses to or impair the interests of the Group Companies or the shareholders, including the losses or burden in excess of the repurchase price already paid by the Group CompaniesRegulations.

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 relationshipsthe Founders, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was or will be organizedFounding Angel, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Personthe Angels. 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. Each Group Company is engaged in the business as set forth in the Recitals and has no other business. The Company was formed solely to acquire and hold the equity interests in the HK Company Subsidiary and the HK Company was formed solely to acquire and hold the equity interests in the WFOEs. Neither the Company nor the HK Company since its formation has not engaged in any other business and has not incurred any Liability Liability. The UK Subsidiary was formed solely to enter into certain credit card application agreement and since its formationformation has not engaged in any other business and has not incurred any Liability. The Domestic Companies HK Subsidiary and Shanghai Ouku are the main operational entities of the Group and the WFOEs are HK Subsidiary, FICE, Shenzhen Xxxxxxx and Shanghai Ouku collectively own all Intellectual Property related to the business of the Group. Beijing Xxxxxxx is not engaged in any of the business as set forth in conducted by the Recitals Group and does not 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) any of such business or any Contract with any Group CompanyCompany except for (i) the Asset Transfer Agreement with the FICE dated October 23, 2008, (ii) the Services Contract and the Software Development Agreement with the HK Subsidiary dated October 5, 2008, the true and complete copies of which have been provided to the Investors and (iii) other documents between Beijing Xxxxxxx and any Group Company which have been disclosed to the Investors. The Group Companies have conducted Guo Quji, Xxx Xxx, Wen Xin, Xxxxx Xxxxx and Xx Xxxxxxxx collectively own 100% registered capital of Beijing Xxxxxxx. Beijing Xxxxxxx has ceased its operation and is in the restructuring process of dissolution and liquidation in accordance with the restructuring framework agreement dated May 31, 2017 by and among applicable Laws; as of the Principals, the WFOEsdate hereof, Beijing Missfresh, the then shareholders of Beijing Missfresh and other relevant parties thereto in a reasonable manner and in compliance with all applicable Laws, including but not limited to the legitimacy and validity of repurchase and exit of Hangzhou Qianhai (as defined below) and Hangzhou Lihai (as defined below), which will not cause additional losses to or impair the interests of the Group Companies or the shareholders, including the losses or burden in excess of the repurchase price already paid by the Group CompaniesXxxxxxx has no employee.

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 relationshipsthe Founders, the nature of the legal entity which each Group Company constitutes, the jurisdiction in which each Group Company was or will be organizedFounding Angel, and each jurisdiction in which each Group Company is required to be qualified or licensed to do business as a foreign Personthe Angels. 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. Each Group Company is engaged in the business as set forth in the Recitals and has no other business. The Company was formed solely to acquire and hold the equity interests in the HK Company Subsidiary and the HK Company was formed solely to acquire and hold the equity interests in the WFOEs. Neither the Company nor the HK Company since its formation has not engaged in any other business and has not incurred any Liability Liability. The UK Subsidiary was formed solely to enter into certain credit card application agreement and since its formationformation has not engaged in any other business and has not incurred any Liability. The Domestic Companies HK Subsidiary and Shanghai Ouku are the main operational entities of the Group and the WFOEs are HK Subsidiary, FICE, Shenzhen Xxxxxxx and Shanghai Ouku collectively own all Intellectual Property related to the business of the Group. Beijing Xxxxxxx is not engaged in any of the business as set forth in conducted by the Recitals Group and does not 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) any of such business or any Contract with any Group CompanyCompany except for (i) the Asset Transfer Agreement with the FICE dated October 23, 2008, (ii) the Services Contract and the Software Development Agreement with the HK Subsidiary dated October 5, 2008, the true and complete copies of which have been provided to the Investors and (iii) other documents between Beijing Xxxxxxx and any Group Company which have been disclosed to the Investors. The Group Companies have conducted Guo Quji, Xxx Xxx, Wen Xin, Xxxxx Xxxxx and Xx Xxxxxxxx collectively own 100% registered capital of Beijing Xxxxxxx. Beijing Xxxxxxx has ceased its operation and is in the restructuring process of dissolution and liquidation in accordance with the restructuring framework agreement dated May 31, 2017 by and among applicable Laws; as of the Principals, the WFOEsdate hereof, Beijing Missfresh, the then shareholders of Beijing Missfresh and other relevant parties thereto in a reasonable manner and in compliance with all applicable Laws, including but not limited to the legitimacy and validity of repurchase and exit of Hangzhou Qianhai (as defined below) and Hangzhou Lihai (as defined below), which will not cause additional losses to or impair the interests of the Group Companies or the shareholders, including the losses or burden in excess of the repurchase price already paid by the Group CompaniesXxxxxxx has no employee.