Common use of Corporate Structure; Subsidiaries Clause in Contracts

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. (ii) Except in respect of any interest held in any Group Company, none of the Company and other Group Companies has any Subsidiaries or owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity. Except as set forth in Section 3.3(ii) of the Disclosure Schedule, none of the Company or the Group Companies maintains any offices or any branches. (iii) The Company is a holding company and up until the date of the Closing has had no business activities or assets (including Intellectual Property) other than the ownership of one hundred percent (100%) of the equity interests in the HK Company. The HK Company is a holding company and up until the date of the Closing has had no business activities or assets (including Intellectual Property) other than the ownership of one hundred percent (100%) of the equity interests in the WFOEs. Other than the HK Company, the Domestic Companies and the WFOEs, the Company does not, directly or indirectly, own any shares or equity interests in any other Person. The Company has no material Liabilities or obligations, has no employees and is not a party to any Contract, other than those relating solely to the transactions contemplated by the Transaction Documents and any transaction documents relating to the issuance of the Series Seed Preferred Shares, Series A Preferred Shares and Series B Preferred Shares. (iv) Each Holding Company is a holding company and has had no business activities or assets (including Intellectual Property) other than the ownership of certain number of Class B Ordinary Shares in the Company. Other than the Group Companies, each Holding Company does not, directly or indirectly, own any shares or equity interests in any other Person. Each Holding Company has no material Liabilities or obligations, has no employees and is not a party to any Contract, other than those relating solely to the transactions contemplated by the Transaction Documents and any transaction documents relating to the issuance of the Series Seed Preferred Shares, Series A Preferred Shares and Series B Preferred Shares.

Corporate Structure; Subsidiaries. (i) 3.3.1. Section 3.3(i) 3.3.1 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 each Closing, and lists the issued and outstanding share capital of such each Group Company, the name of each equity holder of such each Group Company and the number of shares or Equity Securities held by such equity holder, the form of legal entity of such each Group Company, the location/jurisdiction where such each Group Company was organized, each jurisdiction in which such each Group Company is required to be licensed to do business as a foreign Person and a brief summary of such each Group Company’s business. Without prejudice to the foregoing, the structure chart for the Second Closing is subject to any change duly approved and performance in accordance with the Transaction Documents. (ii) 3.3.2. Except in respect of any interest held in any Group Company, none of the Company and other Group Companies has any Subsidiaries or owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity. Except as set forth in Section 3.3(ii) 3.3.2 of the Disclosure Schedule, none of the Company or the Group Companies maintains any offices or any branches. Except for the Group Companies or otherwise as disclosed in Section 3.3.2 of the Disclosure Schedule and the written statement of the Founders, none of the Founders and the Founders Holding Companies presently owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. (iii3.3.3. Except as set forth in Section 3.3(iii) The of the Disclosure Schedule, the Company is a holding company and up until the date of the Closing has had no business activities or assets (including Intellectual Property) other than the ownership of one hundred percent (100%) of the equity interests in the HK CompanyStone Mountain Risk, LLC, International Captive Exchange, LLC, and HI Card, LLC. The HK Company is a holding company and up until the date Except as set forth in Section 3.3.3 of the Closing has had no business activities or assets (including Intellectual Property) other than the ownership of one hundred percent (100%) Disclosure Schedule, each of the equity interests in the WFOEs. Other than the HK Company, the Domestic Companies and the WFOEs, the Group Company does not, directly or indirectly, own any shares or equity interests in any other PersonPerson as of the Closing. The Except as set forth in Section 3.3(iii) of the Disclosure Schedule, on the date hereof and as of the date of each Closing, the Company has no material Liabilities liabilities or obligations, has no employees and is not a party to any Contractagreement, contract or commitment, other than those relating solely to the transactions contemplated by the Transaction Documents and any transaction documents relating to the issuance Documents. 3.3.4. Except as set forth in Section 3.3.4 of the Series Seed Preferred SharesDisclosure Schedule, Series A Preferred Shares and Series B Preferred Shares. (iv) Each each Founder Holding Company is a holding company and up until the date of each Closing has had no business activities or assets (including Intellectual Property) other than the ownership of certain number of Class B Ordinary Shares A Common Stock in the Company. Other Except as set forth in Section 3.3.4 of the Disclosure Schedule, other than the Group Companies, each none of the Founders Holding Company does not, Companies directly or indirectly, own indirectly owns any shares or equity interests in any other PersonPerson as of each Closing. Each On the date hereof and as of the date of each Closing, each Founder Holding Company and has no material Liabilities liabilities or obligations, has no employees and is not a party to any Contractagreement, contract or commitment, other than those relating solely to the transactions contemplated by the Transaction Documents and any transaction documents relating to the issuance of the Series Seed Preferred Shares, Series A Preferred Shares and Series B Preferred SharesDocuments.