Common use of Group Structure Clause in Contracts

Group Structure. (a) Section 3.6(a) of the Disclosure Schedule sets forth the complete and accurate shareholding structure and corporate information of each Group Company as of the date hereof. (b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or Controls, directly or indirectly, any interest in any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (c) All outstanding share capital of each Group Company not established under the laws of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, including those regulating the offer, sale or issuance of securities, by which such Non-PRC Subsidiary at the time of issuance or subscription was bound. (d) Except as set forth in Section 3.6(d) of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was bound. (e) There are no resolutions pending to change the share capital or registered capital of any Group Company. Other than as contemplated by the Principal Agreements, or as otherwise agreed to by the Investors in writing, or as related to the Series E Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating to the share capital or registered capital of any Group Company. Other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors in writing, (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquire, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Company; (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Company; (iii) there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to securities of any Group Company; (iv) there are no obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The Company controls the operations of each Group Company, and can properly consolidate the financial results for each Group Company in the consolidated financial statements for the Company prepared under Applicable GAAP.

Group Structure. (a) Section 3.6(a) of the Disclosure Schedule completely and accurately sets forth the complete and accurate shareholding structure and corporate information of each Group Company as of the date hereof. (b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or Controls, directly or indirectly, any interest in any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (c) All outstanding share capital of each Group Company not established under the laws of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, including those regulating the offer, sale or issuance of securities, by which such Non-PRC Subsidiary at the time of issuance or subscription was bound. (d) Except as set forth in Section 3.6(d) of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was bound. (e) There Except as set forth in Section 3.6(e) of the Disclosure Schedule, there are no resolutions pending to change the share capital or registered capital of any Group Company. Other than as contemplated by the Principal Agreements, or as otherwise agreed to by the Investors Investor in writing, or as related to the Series E D Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating to the share capital or registered capital of any Group Company. Other Except as set forth in Section 3.6(e) of the Disclosure Schedule, other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors Investor in writing, (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquire, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Company; (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Company; (iii) there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to securities of any Group Company; (iv) there are no obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The Company controls the operations of each Group Company, and can properly consolidate the financial results for each Group Company in the consolidated financial statements for the Company prepared under Applicable GAAP.

Group Structure. (a) Section 3.6(a) of the Disclosure Schedule sets forth the complete and accurate shareholding structure and corporate information of each Group Company as of the date hereof. (b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or Controls, directly or indirectly, any interest in any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (c) All outstanding share capital of each Group Company not established under the laws of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, including those regulating the offer, sale or issuance of securities, by which such Non-PRC Subsidiary at the time of issuance or subscription was bound. (d) Except as set forth in Section 3.6(d) of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was bound. (e) There are no resolutions pending to change the share capital or registered capital of any Group Company. Other than as contemplated by the Principal Agreements, or as otherwise agreed to by the Investors Investor in writing, or as related to the Series E Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating to the share capital or registered capital of any Group Company. Other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors Investor in writing, (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquire, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Company; (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Company; (iii) there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to securities of any Group Company; (iv) there are no obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The Company controls the operations of each Group Company, and can properly consolidate the financial results for each Group Company in the consolidated financial statements for the Company prepared under Applicable GAAP.

Group Structure. (a) Section 3.6(a) 12.1 All information of the Disclosure Schedule sets forth Subsidiaries listed in the complete Prospectus is true and accurate shareholding structure and corporate information of each in all material respects. There is no other company or undertaking in which any Group Company as of the date hereof. (b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or ControlsCompany, directly or indirectly, owns or controls or proposes to own or control a majority interest (whether by way of shareholding or otherwise). No Group Company has entered into any interest agreement for the establishment of any company or undertaking in which any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital toCompany will, or make any investment (agrees to own or control, a majority interest. 12.2 All statements in the form of a loan, capital contribution or otherwise) in any Person. (c) All outstanding Prospectus regarding the share capital of each Group Company not established under are true and accurate and other than any option which may be granted pursuant to the laws Share Option Scheme (as defined in the Prospectus), there are no rights (whether conditional or unconditional and whether in the nature of options or otherwise) in existence to require the issue of any shares or other securities of any Group Company now or at any time hereafter and no alteration will be made in the rights attached to any of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to shares in the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Group Company at any time between the date hereof and the Listing Date (both days inclusive). 12.3 All of the issued and outstanding shares of each of the Subsidiaries (i) have been duly authorised and validly issued, (ii) are fully paid or credited as fully paid, and (iii) with respect to the shares held by the Company, are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding ordinary shares of any Subsidiary was issued or subscribed to in violation of the preemptive pre-emptive or similar rights of any Personshareholder of such Subsidiary. 12.4 No Group Company has any branch, agency, place of business or permanent establishment outside the terms Hong Kong and the PRC. 12.5 No Group Company acts or carries on business in partnership with any other person or is a member of any agreement corporate or unincorporated body, undertaking or association or holds or is liable on any Applicable Laws, including those regulating the offer, sale share or issuance of securities, by security which such Non-PRC Subsidiary at the time of issuance is not fully paid up or subscription was boundwhich carries any liability. (d) Except as set forth 12.6 Each joint venture contract and shareholders’ agreement in Section 3.6(d) respect of which a Group Company is a party is legal, valid, binding and enforceable in all material respects in accordance with its terms under its governing law and all relevant Approvals in respect thereof have been obtained. 12.7 None of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered Group Company is engaged in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was bound. (e) There are no resolutions pending to change the share capital or registered capital of any Group Company. Other than as contemplated by the Principal Agreements, or as otherwise agreed to by the Investors in writing, or as related to the Series E Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating to the share capital or registered capital of any Group Company. Other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors in writing, (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquire, business activity or has the right to purchase any material asset or otherwise acquire, any interest in the share capital or registered capital of any Group Company; liability (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Company; (iii) there are no outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to securities of any Group Company; (iv) there are no obligationswhether actual, contingent or otherwise, of any Group Company to repurchase, redeem, ) which is not directly or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect indirectly related to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none business of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The Company controls the operations of each Group Company, and can properly consolidate the financial results for each Group Company as described in the consolidated financial statements for the Company prepared under Applicable GAAPProspectus.

Group Structure. (a) Section 3.6(a) 12.1 The disclosure of all of the Disclosure Schedule sets forth Subsidiaries listed on Appendix I to the complete Prospectus is true and accurate shareholding structure and corporate information of each in all material respects. Save as disclosed in the Prospectus, there is no other company or undertaking in which any Group Company as of the date hereof. (b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or ControlsCompany, directly or indirectly, owns or controls or proposes to own or control a majority interest (whether by way of shareholding or otherwise). No Group Company has entered into any interest agreement for the establishment of any company or undertaking in which any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital toCompany will, or make any investment (agrees to own or control, a majority interest. 12.2 All statements in the form of a loan, capital contribution or otherwise) in any Person. (c) All outstanding Prospectus regarding the share capital of each Group Company not established under are true and accurate and there are no rights (whether conditional or unconditional and whether in the laws nature of options or otherwise) in existence to require the issue of any shares or other securities of any Group Company now or at any time hereafter except as disclosed in the Prospectus and no alteration will be made in the rights attached to any of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, including those regulating the offer, sale or issuance of securities, by which such Non-PRC Subsidiary at the time of issuance or subscription was bound. (d) Except as set forth in Section 3.6(d) of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered shares in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was bound. (e) There are no resolutions pending to change the share capital or registered capital of any Group Company. Other than as contemplated by . 12.3 Each Subsidiary is a legal person with limited liability and the Principal Agreements, or as otherwise agreed liability of the Company in respect of its equity interests held in each Subsidiary is limited to by its investments therein. 12.4 All of the Investors in writing, or as related to issued and outstanding shares of each of the Series E Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating to the share capital or registered capital of any Group Company. Other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors in writing, Subsidiaries (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquirehave been duly authorised, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Companyand validly issued; (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Companyfully paid and non-assessable; and (iii) there with respect of the shares held by the Company, are no owned by the Company, directly or through Subsidiaries, free and clear of any Encumbrance; and none of the outstanding or authorized equity appreciation, phantom equity, equity plans ordinary shares of any Subsidiary was issued in violation of the pre-emptive or similar rights with respect to securities of any shareholder of such Subsidiary. 12.5 No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on the capital stock or other equity interests of or in such Subsidiary, from repaying to the Company any loans or advances to such Subsidiary from the Company, or from transferring any of the properties or assets of such Subsidiary to the Company or to any other Subsidiary; and, except as disclosed in the Prospectus, all such dividends and other distributions are not subject to, and may be paid free and clear of and without deduction for or on account of, any withholding or other Taxes imposed, assessed, levied by or under the Laws of the Xxxxxx Xxxxxxx, xxx XXX, Xxxx Xxxx and the PRC, and any taxing or other Governmental Authority therefore or therein, and may be so paid without the necessity of obtaining any Approval from any Governmental Authority in any of such jurisdictions. 12.6 No Group Company; Company has any branch, agency, place of business or permanent establishment outside the PRC, Hong Kong, the Cayman Islands and the BVI. 12.7 Except as disclosed in the Prospectus, there is no contract, agreement or understanding between any Group Company and any third party in relation to the merger, acquisition, business consolidation, joint venture, major strategic cooperation, with or of any other entity or business. No Group Company acts or carries on business in partnership with any other person or is a member of any corporate or unincorporated body, undertaking or association or holds or is liable on any share or security which is not fully paid up or which carries any liability. 12.8 Each joint venture contract and shareholders’ agreement in respect of which a Group Company is a party is legal, valid, binding and enforceable in all respects in accordance with its terms under its governing law, subject, as to enforceability, to general creditors’ rights and bankruptcy law and all relevant Approvals in respect thereof have been obtained. 12.9 None of the Group Company is engaged in any business activity or has any asset or liability (iv) there are no obligationswhether actual, contingent or otherwise, of any Group Company to repurchase, redeem, ) which is not directly or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect indirectly related to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none business of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The Company controls the operations of each Group Company, and can properly consolidate the financial results for each Group Company as described in the consolidated financial statements for the Company prepared under Applicable GAAPProspectus.

Group Structure. (a) Section 3.6(a) HVDH does not own any shares or stock in the capital of, nor does it have any beneficial interest in, any company, entity or business organization other than the Acquired Companies. The particulars of the Disclosure Acquired Companies set out in Schedule sets forth the complete and 5 are accurate shareholding structure and corporate information of each Group Company as of the date hereofin all respects. (b) Except as The partnership interests of HVSCA set forth out in Section 3.6(a) Schedule 5 have been properly and validly constituted, the issued share capital of each Acquired Company other than HVSCA set out in Schedule 5 have been properly and validly allotted and issued and, to the Disclosure Scheduleextent such concept is applicable to the equity interests of such Acquired Company, none of the Group Companies has any Subsidiaries or owns or Controls, directly or indirectly, any interest in any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Personis fully paid up and non-assessable. (c) All outstanding share capital Except for any Encumbrance that may be created in favor of Buyer pursuant to this Agreement, the partnership interests in HVSCA and the shares in each Group Acquired Company not established under other than HVSCA (including the laws of the PRC (each a “Non-PRC Subsidiary”Subject Shares) has been duly authorizedare free from all Encumbrances, validly issued and non-assessable (other than Encumbrances arising solely pursuant to the extent that Conversion Agreement and any Encumbrances imposed by the articles, bylaws or other formation documents of such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for Acquired Company or by any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable applicable Laws, including those rules or regulations regulating the offer, issuance or sale or issuance of securities, by all of which such Non-PRC Subsidiary have been satisfied or waived in connection with, or are otherwise inapplicable to, the transfer of the Subject Shares to Buyer at the time of issuance Closing. There is no agreement or subscription was boundcommitment to give or create any Encumbrance over or affecting the partnership interests in HVSCA and the shares in each Acquired Company other than HVSCA (including the Subject Shares) and no claim has been made by any Person to be entitled to any such Encumbrance. (d) Except as set forth in Section 3.6(d) of Other than the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered in the PRC Conversion Agreement and the accounting firm employing such accountantarticles of incorporation and bylaws of Petrodelta and HVDH, and there are no Contracts, arrangements or understanding which regulate the report of relationship between the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital shareholders of any PRC Subsidiary was obtained by Acquired Company or the current holder thereof in violation of the preemptive rights governance of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was boundAcquired Company. (e) There are no resolutions pending Contracts or commitments outstanding which call for, require or relate to change the share capital issue, conversion, consolidation or registered capital sub-division of any Group Company. Other than as contemplated by the Principal Agreementsshares, loan stock or as otherwise agreed to by the Investors debentures in writing, or as related to the Series E Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital Acquired Company or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating accord to the share capital or registered capital of any Group Company. Other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors in writing, (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquire, or has the right to purchase call for or otherwise acquiremake any claim in respect of the issue, any interest in the share capital conversion, consolidation or registered capital sub-division of any Group Company; (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Company; (iii) there are no outstanding or authorized equity appreciationsuch shares, phantom equityloan stock, equity plans or similar rights with respect to securities of any Group Company; (iv) there are no obligations, contingent or otherwise, of any Group Company to repurchase, redeem, or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies debentures or other agreements or understandings in effect with respect to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The No Acquired Company controls the operations of each Group Companyother than Petrodelta owns, and can properly consolidate the financial results for each Group Company and, to Seller’s Knowledge, Petrodelta does not own, any shares or stock in the consolidated financial statements for the capital of, nor does it have any beneficial interest in, any company, entity or business organization which is not an Acquired Company. (g) Other than HNR Finance B.V.’s ownership of Petrodelta, no Acquired Company prepared other than Petrodelta acts or carries on, and, to Seller’s Knowledge, Petrodelta does not act or carry on, business in partnership with any other Person or is a party to any joint venture agreement, shareholders’ agreement or any other Contract, arrangement or understanding under Applicable GAAPwhich it is to participate with any other Person (other than an Acquired Company) in any business or company. (h) No Acquired Company other than Petrodelta has, and, to Seller’s Knowledge, Petrodelta does not have, any branch, agency, place of business or permanent establishment outside its jurisdiction of incorporation.

Group Structure. (a) Section 3.6(a) 12.1 The disclosure of all of the Disclosure Schedule sets forth Subsidiaries listed on Appendix I to the complete Prospectus and Offering Circular is true and accurate shareholding structure in all material respects. Save as disclosed in the Prospectus and corporate information of each Offering Circular, there is no other company or undertaking in which any Group Company as of the date hereof. (b) Except as set forth in Section 3.6(a) of the Disclosure Schedule, none of the Group Companies has any Subsidiaries or owns or ControlsCompany, directly or indirectly, owns or controls or proposes to own or control a majority interest (whether by way of shareholding or otherwise). No Group Company has entered into any interest agreement for the establishment of any company or undertaking in which any other Person. Except as set forth in Section 3.6(b) of the Disclosure Schedule, none of the Group Companies maintains any representative offices or any branches. None of the Group Companies has any material outstanding contractual obligations to provide working capital toCompany will, or make any investment (agrees to own or control, a majority interest. 12.2 All statements in the form of a loan, capital contribution or otherwise) in any Person. (c) All outstanding Prospectus and Offering Circular regarding the share capital of each Group Company not established under are true and accurate and there are no rights (whether conditional or unconditional and whether in the laws nature of options or otherwise) in existence to require the issue of any shares or other securities of any Group Company now or at any time hereafter except as disclosed in the Prospectus and Offering Circular and no alteration will be made in the rights attached to any of the PRC (each a “Non-PRC Subsidiary”) has been duly authorized, validly issued and non-assessable (to the extent that such concept exists under Applicable Laws) within the legally permissible timeframe with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for any restrictions on transfer under Applicable Laws), and preemptive rights. No share capital of any Non-PRC Subsidiary was issued or subscribed to in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, including those regulating the offer, sale or issuance of securities, by which such Non-PRC Subsidiary at the time of issuance or subscription was bound. (d) Except as set forth in Section 3.6(d) of the Disclosure Schedule, all outstanding registered capital of each PRC Subsidiary has been fully contributed (such contribution has been duly verified by a certified accountant registered shares in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the SAIC) with no personal liability attaching to ownership thereof, and free of Encumbrances, agreements, limitations in voting rights, transfer restrictions (except for the equity pledge under the Control Documents and any restrictions on transfer under Applicable Laws), and preemptive rights (except any restrictions or preemptive rights required under the Control Document and Applicable Laws). No registered capital of any PRC Subsidiary was obtained by the current holder thereof in violation of the preemptive rights of any Person, the terms of any agreement or any Applicable Laws, by which such PRC Subsidiary at the time of issuance or subscription was bound. (e) There are no resolutions pending to change the share capital or registered capital of any Group Company. Other than as contemplated by . 12.3 Each Subsidiary is a legal person with limited liability and the Principal Agreements, or as otherwise agreed liability of the Company in respect of its equity interests held in each Subsidiary is limited to by its investments therein. 12.4 All of the Investors in writing, or as related to issued and outstanding shares of each of the Series E Shares, or as contained in the Control Documents, there are no outstanding options, warrants or other securities which upon conversion or exchange would require the issuance, sale or transfer or repurchase or redemption or acquisition otherwise of any interest in the share capital or registered capital of any Group Company; and there are no proxy, call right, pre-emptive rights, or other agreements, arrangements, or commitments of any character relating to the share capital or registered capital of any Group Company. Other than the Principal Agreements, the Control Documents or as otherwise agreed to by the Investors in writing, Subsidiaries (i) there are no outstanding Contracts under which any Person will purchase or otherwise acquirehave been duly authorised, or has the right to purchase or otherwise acquire, any interest in the share capital or registered capital of any Group Companyand validly issued; (ii) there are no dividends which have accrued or been declared but are unpaid by any Group Companyfully paid and non-assessable; and (iii) there with respect of the shares held by the Company, are no owned by the Company, directly or through Subsidiaries, free and clear of any Encumbrance; and none of the outstanding or authorized equity appreciation, phantom equity, equity plans ordinary shares of any Subsidiary was issued in violation of the pre-emptive or similar rights with respect to securities of any shareholder of such Subsidiary. 12.5 No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on the capital stock or other equity interests of or in such Subsidiary, from repaying to the Company any loans or advances to such Subsidiary from the Company, or from transferring any of the properties or assets of such Subsidiary to the Company or to any other Subsidiary; and, except as disclosed in the Prospectus and Offering Circular, all such dividends and other distributions are not subject to, and may be paid free and clear of and without deduction for or on account of, any withholding or other Taxes imposed, assessed, levied by or under the Laws of the Xxxxxx Xxxxxxx, xxx XXX, Xxxx Xxxx and the PRC, and any taxing or other Governmental Authority therefore or therein, and may be so paid without the necessity of obtaining any Approval from any Governmental Authority in any of such jurisdictions. 12.6 No Group Company; Company has any branch, agency, place of business or permanent establishment outside the PRC, Hong Kong, the Cayman Islands and the BVI. 12.7 Except as disclosed in the Prospectus and Offering Circular, there is no contract, agreement or understanding between any Group Company and any third party in relation to the merger, acquisition, business consolidation, joint venture, major strategic cooperation, with or of any other entity or business. No Group Company acts or carries on business in partnership with any other person or is a member of any corporate or unincorporated body, undertaking or association or holds or is liable on any share or security which is not fully paid up or which carries any liability. 12.8 Each joint venture contract and shareholders’ agreement in respect of which a Group Company is a party is legal, valid, binding and enforceable in all respects in accordance with its terms under its governing law, subject, as to enforceability, to general creditors’ rights and bankruptcy law and all relevant Approvals in respect thereof have been obtained. 12.9 None of the Group Company is engaged in any business activity or has any asset or liability (iv) there are no obligationswhether actual, contingent or otherwise, of any Group Company to repurchase, redeem, ) which is not directly or otherwise acquire any of the interest in the share capital or registered capital of such Group Company; (v) there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect indirectly related to the voting or transfer of any share capital or registered capital of any Group Company; and (vi) none business of the Group Companies has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities. (f) The Company controls the operations of each Group Company, and can properly consolidate the financial results for each Group Company as described in the consolidated financial statements for the Company prepared under Applicable GAAPProspectus and Offering Circular.