Organization of the Cayman Co and Affiliates
(a) Cayman Co. is a corporation duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. HK Co. is a corporation duly incorporated, validly existing and in good standing under the laws of Hong Kong. Agent Cayman is a corporation duly incorporated, validly existing and in good standing under the laws of the People’s Republic of China. Cayman Co., HK Co. and Agent are collectively referred to as the “Cayman Entities”.
(b) The share capital of HK Co. is HKD$10,000.00, par value $1.00 per share, of which 10,000 shares are issued and outstanding, all of which are held by Cayman Co. HK Co. owns all of the outstanding equity of Agent.
(c) There are no agreements, arrangements, options, warrants, calls, rights or commitments of any character to which the Cayman Entities are a party relating to the issuance, sale, purchase or redemption of any common stock or other equity interest of HK Co. or Agent, whether on conversion of other securities or otherwise. None of the issued and outstanding equity interests of HK Co. or Agent have been issued in violation of, or is subject to, any preemptive or subscription rights. The Cayman Entities are not party to any stockholder or members agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to the voting, dividend, ownership or transfer rights of any common stock or other equity interest of HK Co. or Agent.
