Common use of Due Organization and Qualification; Subsidiaries; Due Authorization Clause in Contracts

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each of GGCES and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") is an entity duly organized, validly existing and in good standing under the laws of the People's Republic of China (the "PRC"), with full power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. (b) GGCES does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the Subsidiary except as set forth on Schedule 3.1. Except as set forth on Schedule 3.1, each entity listed on Schedule 3.1 is wholly owned by GGCES or the Subsidiary. All the outstanding shares of capital stock of each entity listed on Schedule 3.1 are owned free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entity. (c) Each of GGCES and the Sellers have all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES and the Sellers have taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES and the Sellers, enforceable against each of GGCES and the Sellers in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each of GGCES Solar Touch and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") Baoding is an entity a Company duly organized, validly existing and in good standing under the laws of the People's Republic its jurisdiction of China (the "PRC")formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Each of Solar Tech and Baoding is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Solar Touch or Baoding, as the case may be, taken as a whole. (b) GGCES Solar Touch does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary except as "Subsidiaries") set forth on Schedule 3.1in item 3.1 of the Disclosure Schedule. Except as set forth on Schedule 3.1in item 3.1 of the Disclosure Schedule, each entity listed on Schedule 3.1 Subsidiary is wholly owned by GGCES or the Subsidiary. All Solar Touch, all the outstanding shares of capital stock of each entity listed on Schedule 3.1 Subsidiary are owned free and clear of all liens. There , there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entitySubsidiary. (c) Each of GGCES the Eellers and the Sellers have Eolar Touch has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES and the Sellers have and Solar Touch has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES the Sellers and the SellersSolar Touch, enforceable against each of GGCES and the Sellers and Solar Touch in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each EXAM and each Subsidiary of GGCES and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") EXAM, if applicable, is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of the People's Republic its jurisdiction of China (the "PRC")formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. EXAM and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of EXAM and its Subsidiaries taken as a whole. (b) GGCES EXAM does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary except as "Subsidiaries") set forth on in Item 3.1 of the Disclosure Schedule 3.1of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth on Schedule 3.1in Item 3.1 of the Disclosure Schedule, each entity listed on Schedule 3.1 Subsidiary is wholly owned by GGCES or the Subsidiary. All EXAM, all the outstanding shares of capital stock of each entity listed on Schedule 3.1 Subsidiary are owned free and clear of all liens. There Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entitySubsidiary. (c) Each of GGCES EXAM and the Sellers have has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES EXAM and the Sellers have has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES EXAM and the Sellers, enforceable against each of GGCES EXAM and the Sellers in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each The Company and each Subsidiary of GGCES and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") Company is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of the People's Republic its jurisdiction of China (the "PRC")formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. The Company and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole. (b) GGCES The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary except as "Subsidiaries") set forth on in Item 2.1 of the Disclosure Schedule 3.1of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth on Schedule 3.1in Item 2.1 of the Disclosure Schedule, each entity listed on Schedule 3.1 Subsidiary is wholly owned by GGCES or the Subsidiary. All Company, all the outstanding shares of capital stock of each entity listed on Schedule 3.1 Subsidiary are owned free and clear of all liens. There Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entitySubsidiary. (c) Each of GGCES and the Sellers have The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES and the Sellers have taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES and the SellersCompany, enforceable against each of GGCES and the Sellers Company in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore therefor may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each ATHI and each Subsidiary of GGCES and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") ATHI is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of the People's Republic its jurisdiction of China (the "PRC")formation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. ATHI and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of ATHI and its Subsidiaries taken as a whole. (b) GGCES ATHI does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary except as "Subsidiaries") set forth on in Item 2.1 of the Disclosure Schedule 3.1of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth on Schedule 3.1in Item 2.1 of the Disclosure Schedule, each entity listed on Schedule 3.1 Subsidiary is wholly owned by GGCES or the Subsidiary. All ATHI, all the outstanding shares of capital stock of each entity listed on Schedule 3.1 Subsidiary are owned free and clear of all liens. There Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entitySubsidiary. (c) Each of GGCES ATHI and the Sellers have has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES ATHI and the Sellers have has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES ATHI and the Sellers, enforceable against each of GGCES ATHI and the Sellers in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each of GGCES Sino and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") Jilong is an entity a Company duly organized, validly existing and in good standing under the laws of the People's Republic its jurisdiction of China (the "PRC")formation, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Each of Sino and Jilong is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Jilong or Sino, as the case may be. (b) GGCES Sino does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than those (each, a "Subsidiary" and together, the Subsidiary except as "Subsidiaries") set forth on Schedule 3.1in Item 3.1 of the Disclosure Schedule. Except as set forth on Schedule 3.1in Item 3.1 Of the Disclosure Schedule, each entity listed on Schedule 3.1 Subsidiary is wholly owned by GGCES or the Subsidiary. All Sino, all the outstanding shares of capital stock of equity interest in each entity listed on Schedule 3.1 Subsidiary are owned free and clear of all liens. There , there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity Sino to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entitySino. (c) Each of GGCES and the Sellers have and Sino has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES and the Sellers have and Sino has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES the Sellers and the SellersSino, enforceable against each of GGCES and the Sellers and Sino in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Each of GGCES and Guangdong Gosun Communication Chain Operation Limited (the "Subsidiary") Yongxin is an entity a corporation duly organizedincorporated, validly existing and in good standing under the laws of the People's Republic of China (the "PRC")China, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Yongxin is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Yongxin. Yongxin has the full power and authority to conduct the busi-ness in which it will engage upon completion of the transaction contemplated herein. (b) GGCES Yongxin does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than the Subsidiary. The Subsidiary except as set forth on Schedule 3.1. Except as set forth on Schedule 3.1, each entity listed on Schedule 3.1 is wholly owned by GGCES or the Subsidiary. All the outstanding shares of capital stock of each entity listed on Schedule 3.1 are owned Yongxin , free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any such entity Yongxin to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any such entityYongxin or the Subsidiary. (c) Each of GGCES and the Sellers have Yongxin has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Each of GGCES and the Sellers have Yongxin has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of each of GGCES and the SellersYongxin, enforceable against each of GGCES and the Sellers Yongxin in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.