Common use of HK Subsidiary Clause in Contracts

HK Subsidiary. Immediately prior to the Closing, the HK Subsidiary has 70,000,000 authorized ordinary shares, par value US$0.001, of which 14,593,520 shares are issued and outstanding, and 30,000,000 authorized preference shares, par value US$0.001, of which 7,359,720 shares are issued and outstanding, and the Company owns hundred percent (100%) of the issued and outstanding shares of the HK Subsidiary (on a fully diluted basis) which is free and clear of any Encumbrance. There are no subscriptions, options, warrants, conversion privileges, pre-emptive or other rights or Contracts with respect to the issuance or transfer of any shares of the HK Subsidiary. No shares of the HK Subsidiary’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the HK Subsidiary are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the HK Subsidiary or any other Person).

HK Subsidiary. At the date hereof, the authorized share capital of the HK Subsidiary is HK$10,000, divided into 10,000 shares of HK$1.00 each, 100 of which are issued and outstanding and held by such Founders and Angels as set forth in Section 3.2(b) of the Disclosure Schedule (the “HK Shareholders”). Immediately prior to the Closing, the HK Subsidiary has 70,000,000 authorized ordinary shares, par value US$0.001, of which 14,593,520 shares are issued and outstanding, and 30,000,000 authorized preference shares, par value US$0.001, of which 7,359,720 shares are issued and outstanding, and the Company owns hundred percent (100%) of the issued and outstanding shares share capital of the HK Subsidiary (on a fully diluted basis) is HK$10,000, divided into 10,000 shares of HK$1.00 each, 100 of which is free are issued and clear of any Encumbranceoutstanding and held by the Company. There are no subscriptions, options, warrants, conversion privileges, pre-emptive privileges or other rights rights, or Contracts agreements with respect to the issuance or transfer thereof, presently outstanding to purchase any of any shares the equity interests of the HK Subsidiary. No shares Except as contemplated hereunder, no outstanding equity interests of the HK Subsidiary’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the HK Subsidiary are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the HK Subsidiary equity interests or any other Person)rights with respect to such equity interests.