Common use of Corporate Structure; Subsidiaries Clause in Contracts

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. The 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 corporate structure 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 set forth 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 the Private Placement Memorandum any other Person or is true and accurate or was a participant in all material respects and nothing has been omitted from such description which would any joint venture, partnership or similar arrangement. No Group Company is obligated to make it misleading. There is no any investment in or capital contribution in or on behalf of any 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 MemorandumPerson. 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 WFOEWFOEs. Neither the Company nor the HK Company has engaged in any other business and has not incurred any material liability Liability since its formation. The WFOE is Domestic Companies and the WFOEs are engaged in the Business business as set forth in the Recitals and has have no other business. No Key Holder Principal or Principal Holding Company, and no Person owned or controlled by any Key Holder 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 WFOE has been lawfully incorporated under Group Companies have conducted the laws 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 PRC. The CompanyGroup Companies or the shareholders, including the HK Company, the Key Holders, the Holding Entities as listed losses or burden 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 excess of the Cooperation Documents has been executed and delivered. Except as set forth in repurchase price already paid by 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 VCompanies.

Corporate Structure; Subsidiaries. The description Section 3 of the corporate Disclosure Schedule sets forth a complete structure chart showing the Group Companies, and indicating the ownership and Control relationships among all the 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 set forth 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 the Private Placement Memorandum any other Person or is true and accurate or was a participant in all material respects and nothing has been omitted from such description which would any joint venture, partnership or similar arrangement. No Group Company is obligated to make it misleading. There is no any investment in or capital contribution in or on behalf of any 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 MemorandumPerson. 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 Liability since its formation, except for the note and the liabilities as disclosed in the Disclosure Schedule, incorporation cost and associated legal expenses. The WFOE is engaged in the Business 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 heretoEntity, 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 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.