Common use of Organization and Good Standing of the Company and its Subsidiaries Clause in Contracts

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Islands law and are in full force and effect. The memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 to the Registration Statement, comply with the requirements of applicable British Virgin Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated organized and is validly existing and in good standing under the laws of the British Virgin IslandsState of Delaware, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum certificate of incorporation and articles of association or other constitutive or organizational documents bylaws of the Company Company, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to the Registration statement, comply with the requirements of applicable British Virgin Islands law Delaware laws and are in full force and effect. The memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 to the Registration Statement, comply with the requirements of applicable British Virgin Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporatedincorporated or otherwise organized, is validly existing as a corporation or limited liability company, in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate or other power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated organized and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all corporate power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Cayman Islands law and are in full force and effect. The second amended and restated memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and Exhibit 3.2 to the Registration Statement, comply with the requirements of applicable British Virgin Cayman Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect significant subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated organized and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all corporate power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Cayman Islands law and are in full force and effect. The amended and restated memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 Exhibit 3.1 to the Registration Statement, comply with the requirements of applicable British Virgin Cayman Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or and any other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Cayman Islands law and are in full force and effect. The second amended and restated memorandum and articles of association of the Company to be adopted on the Closing Date, a form of which was filed as Exhibits 3.1and 3.2 Exhibit 3.1 to the Registration StatementStatement (the “Company M&A”), comply with the requirements of applicable British Virgin Cayman Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; Representative (except for the adoption of the second amended and restated memorandum and articles of association of the Company M&A on the Closing Date), no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. The Company owns, directly or indirectly, all of the Company’s portion of shares or capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions, and all of the issued and outstanding shares or shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all corporate power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Cayman Islands law and are in full force and effect. The second amended and restated memorandum and articles of association of the Company to be adopted on the Closing Date, a form of which was filed as Exhibits 3.1and Exhibit 3.2 to the Registration Statement, comply with the requirements of applicable British Virgin Cayman Islands laws and, immediately following the closing of the offer and sale of the Shares on the Closing Date of the Shares offered and sold hereunderDate, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or and any other constitutive or organizational documents of documentsof the Company comply with the requirements of applicable British Virgin Islands law and are in full force and effect. The memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 3.1 to the Registration Statement, comply with the requirements of applicable British Virgin Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. The Company owns, directly or indirectly, all of the Company’s portion of shares or capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “Liens”), and all of the issued and outstanding shares or shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents and form of the Company comply with the requirements of applicable British Virgin Islands law amended and are in full force and effect. The restated memorandum and articles of association of the Company to be adopted on the Closing Dateassociation, filed as Exhibits 3.1and 3.2 Exhibit 3.1 and Exhibit 3.2, respectively, to the Registration Statement, comply with the requirements of applicable British Virgin Cayman Islands laws andand are, immediately following closing or will be on the Closing Date of the Shares offered and sold hereunderDate, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of filed as Exhibit 3.2 to the Company Registration Statement on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporatedincorporated or otherwise organized, is validly existing as a corporation or limited liability company, in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate or other power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or and any other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Islands law and are in full force and effect. The memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 3.1 to the Registration Statement, comply with the requirements of applicable British Virgin Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. The Company owns, directly or indirectly, all of the Company’s portion of shares or capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “Liens”), and all of the issued and outstanding shares or shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated organized and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all corporate power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Cayman Islands law and are in full force and effect. The amended and restated memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 Exhibit 3.1 to the Registration Statement, comply with the requirements of applicable British Virgin Cayman Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the RepresentativeRepresentatives; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Company has been duly incorporated organized and is validly existing and in good standing under the laws of the British Virgin Cayman Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Cayman Islands law and are in full force and effect. The second amended and restated memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and Exhibit 3.2 to the Registration Statement, comply with the requirements of applicable British Virgin Cayman Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] . Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the RepresentativeRepresentatives; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent that good standing is recognized by such jurisdiction). All of the currently effective constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Affiliated Entity, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control.

Organization and Good Standing of the Company and its Subsidiaries. (i) The Each of the Company and its subsidiaries that is a corporation has been duly incorporated and is validly existing and in good standing under the laws of the British Virgin Islands, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (to the extent that good standing is recognized by such jurisdiction), and has all power and authority (corporate and other) necessary to own, lease or hold its properties and to conduct the business in which it is engaged as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The currently effective memorandum and articles of association or other constitutive or organizational documents of the Company comply with the requirements of applicable British Virgin Islands law and are in full force and effect. The memorandum and articles of association of the Company to be adopted on the Closing Date, filed as Exhibits 3.1and 3.2 to the Registration Statement, comply with the requirements of applicable British Virgin Islands laws and, immediately following closing on the Closing Date of the Shares offered and sold hereunder, will be in full force and effect.] Complete and correct copies of all constitutive documents of the Company and all amendments thereto have been delivered to the Representative; except for the adoption of the second amended and restated memorandum and articles of association of the Company on the Closing Date, no change will be made to any such constitutive documents on or after the date of this Agreement through and including the Closing Date. (ii) Each of the Company’s direct and indirect subsidiaries (as such term is defined in Rule 405 under the Securities Act) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified in Exhibit 21.1 to the Registration Statement. Each of the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent that good standing is recognized by the jurisdiction of its incorporation), and has the corporate power and authority to own own, lease and operate its property properties and to conduct its business as described in the Registration Statement Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each subsidiary of the Company that is a limited liability company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its organization and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and its subsidiaries is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the conduct of its business or its ownership or leasing of property requires or the conduct of business, except for such qualification (jurisdictions where the failure to the extent that so qualify or to be in good standing is recognized by such jurisdiction)would not, individually or in the aggregate, result in a Material Adverse Change. All of the currently effective constitutive or organizational documents issued and outstanding capital stock of each subsidiary of the Subsidiaries comply with Company that is a corporation has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the requirements Company, directly or through subsidiaries, free and clear of applicable laws any security interest, mortgage, pledge, lien, claim, restriction or encumbrance, and all of its jurisdiction the issued and outstanding membership interests of incorporation or organization each subsidiary of the Company that is a limited liability company have been duly authorized and validly issued and are fully paid and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, claim, restriction or encumbrance. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in full force and effect. Apart from Exhibit 21 to the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective controlRegistration Statement.