Common use of Other Representations and Warranties Relating to the PRC Companies Clause in Contracts

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental PRC authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company PRC Affiliate has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws Laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws Laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental PRC authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureaubureaus, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company PRC Companies has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each Except as set forth in Section 3.28 of the Disclosure Schedule, each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The Except as set forth in Section 3.28 of the Disclosure Schedule, the PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the ClosingClosing (if it occurs), valid and subsisting under at PRC law laws and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws Laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms. (j) Except for the trademark “XXX XXXXX” (registration number 14170636), Shanghai Xunmeng Information Technology Co., Ltd. (“Shanghai Xunmeng”) has completely spun off all assets, liabilities and contracts in relation to its games business.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental PRC authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureaubureaus, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company PRC Companies has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each Except as set forth in Section 3.29 of the Disclosure Schedule, each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The Except as set forth in Section 3.29 of the Disclosure Schedule, the PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the ClosingClosing (if it occurs), valid and subsisting under at PRC law laws and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (ai) The Constitutional Documents Except as disclosed in Section 3.26 (i) of the Disclosure Schedule, the constitutional documents and all Consents necessary or appropriate for the certificates and related contracts and agreements of each PRC Companies Company are valid, valid and have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effectPRC authorities. (bii) All consents, approvals, authorizations or licenses required under PRC law Law for the due and proper establishment and operation of the each PRC Companies Company have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (ciii) The capital and organizational structure of each PRC Company and the conduct by each PRC Company of its applicable business under such structure is valid and in full compliance with PRC Laws. (iv) All filings and registrations with the PRC authorities required in respect of the each PRC Companies Company and their its operations, including but not limited to the filings and registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureaubureaus, customs authorities, and other relevant product registration authorities, have been duly completed in accordance with the relevant rules and regulationsregulations of the PRC. (dv) The Except as disclosed in Section 3.26 (v) of the Disclosure Schedule, the registered capital of the Domestic Company has been PRC Subsidiary is fully paid up up. The Company legally and beneficially owns 100% of the equity interest in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with each PRC laws and regulations, and there is no outstanding capital contribution commitmentCompany. There are no outstanding rights, or commitments made by any Group Company or any Founder of the PRC Companies to sell any of its equity interest in the PRC Companiesinterest. (evi) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (fvii) Each of the PRC Companies Company has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (gviii) In respect of any Permits Each PRC Company has procured all necessary approvals, licenses or permits requisite for and essential to the conduct of any part of its business and possession of valid title to all of its material properties and assets in connection with the Principal Business carrying on of the its business, and each PRC Companies which are subject to periodic renewal, no Group Company has any reason legal and valid title to believe that such requisite renewals will not be timely granted by all of its properties and assets in connection with the relevant PRC authoritiescarrying on of its business, in each case, free and clear of all liens, charges, encumbrances, equities, claims, defects, options and restrictions. (hix) The Except as disclosed in Section 3.26 (ix) of the Disclosure Schedule, with regard to employment and staff or labor management, each PRC Companies have Company has complied with all applicable PRC labor laws Laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (ix) All The Company’s acquisition of 100% equity interest in Shanghai Nobo in April 2008 does not conflict with any PRC Law, including without limitation the Regulations on Merger and Acquisitions of Domestic Enterprise by Foreign Investors issued by six PRC regulatory agencies on August 8, 2006. The final ownership structure and corporate authorizations and approvals, necessary or appropriate for the consummation conduct of business as contemplated under the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as Agreement do not conflict with any PRC Law. (xi) The Company’s acquisition of the Closing, valid and subsisting under 100% equity interest in Jiangxi Nobao is in compliance with any PRC law and in accordance with their respective termsLaw.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents constitutional documents and all Consents necessary or appropriate for material certificates and related contracts and agreements of each of the PRC Companies are valid, valid and have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effectPRC authorities. (b) All material consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of each of the PRC Companies have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (c) All material filings and registrations with the PRC authorities required in respect of each of the PRC Companies and their its operations, including but not limited to the registrations with the Ministry of Foreign Trade and Economic Cooperation (or its successor, the Ministry of Commerce), the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs authorities and other authorities, product registration authorities have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of each of the Domestic Company has been PRC Companies is fully paid up up. The Company legally and beneficially owns 100% of the equity interest in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitmentWFOE. There are no outstanding rights, or commitments made by any Group Company or any Founder of the PRC Companies to sell any of its equity interest in the PRC Companiesinterest. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits approvals, licenses or permits requisite for the conduct of any part of the Principal Business business of each of the PRC Companies which are subject to periodic renewal, no Group neither the Company nor the WFOE nor any Founder, has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The Except as set forth in Schedule 3.26 of the Disclosure Schedule, with regard to employment and staff or labor management, each of the PRC Companies have has complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation where applicable, have been obtained in respect of the transactions contemplated herein have been duly obtainedRestructuring Documents, and such authorizations and approvals which are currently, or will be as of the Initial Closing, and shall as of the first Subsequent Closing continue to be, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities required in respect of the PRC Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations. (d) The registered capital of the Domestic Company has been fully paid up in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws Laws and regulations, and there is no outstanding capital contribution commitment. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of any Permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms. (j) Except for the trademark “XXX XXXXX” (registration number 14170636), Shanghai Xunmeng Information Technology Co., Ltd. (“Shanghai Xunmeng”) has completely spun off all assets, liabilities and contracts in relation to its games business. (k) Suzhou Lebei Network Technology Co., Ltd. (“Suzhou Lebei”) does not engage in any business in competition with the Principal Business of the Group Companies. All and any of the followers of the Wechat account of “拼好货商城”, which has been out of use as the date hereof, have been transferred to the Wechat account registered under the name of the Domestic Company and/or Shanghai Xunmeng. The Wechat account of “拼好货” has less than 50,000 followers and is used solely for defending the term 拼好货 from infringing uses. Other than the Wechat account of “拼好货商城”, Suzhou Lebei does not have any business or assets related to the Principal Business of the Group Companies.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental PRC authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental authorities PRC Governmental Authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities Governmental Authorities required in respect of each of the PRC Companies and their its operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and CommerceCommerce (“MOFCOM”), the State Administration for Foreign ExchangeMarket Regulation (“SAMR”), or their respective local counterpartsSAFE, tax bureau, customs authorities, product registration authorities and other health regulatory authorities, as applicable, have been duly completed in accordance with the relevant rules and regulations, including all required registrations conducted pursuant to Circular 37. (d) The Except as set forth in Section 3.28(d) of the Disclosure Schedule, the registered capital of each of the Domestic Company PRC Companies has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws Laws and regulations, and there is no outstanding capital contribution commitment, or any other illegal actions relating to capital contribution of Group Companies such as withdrawal of paid-in capital existing. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. 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 any PRC Company. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities, except where the failure to obtain does not have and is not reasonably expected to have a Material Adverse Effect. (g) In respect of any Permits permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The Except as disclosed to the Investor in Section 3.28(h) of the Disclosure Schedule, the PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein (including issuance, purchase and sale of Purchased Shares) have been duly obtained, and such authorizations and approvals are currently, or will be as of the ClosingClosing (if it occurs), valid and subsisting under at PRC law laws and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents constitutional documents and all Consents necessary or appropriate for incorporation certificates of each Group Company established under the laws of the PRC Companies (the “PRC Companies”, and each, a “PRC Company”) are valid, valid and have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effectPRC authorities. (b) All consents, approvals, authorizations or licenses required requisite under PRC law for the due and proper establishment and operation of the each PRC Companies Company have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (c) The capital and organizational structure of each PRC Company and the conduct by each PRC Company of its applicable business under such structure is valid and in full compliance with PRC laws. (d) All filings and registrations with the PRC authorities required in respect of the each PRC Companies Company and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, its operations have been duly completed in accordance with the relevant rules and regulations. (de) The Except as disclosed in the Disclosure Schedule, the registered capital of the Domestic each PRC Company has been fully paid up up. All the equity interests in Shenzhen Air Media Technology Co Ltd and Air Media Technology (Beijing) Co Ltd (the “WFOEs”) are duly vested in the Company as the owner in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with applicable PRC laws rules and regulations, . The Company legally and there is no outstanding capital contribution commitmentbeneficially owns 100% of the equity interest in the WFOEs. There are no outstanding rights, or commitments made by any Group the Company or any Founder to sell any of its equity interest in the PRC CompaniesWFOEs. (ef) None of the No PRC Companies Company is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by itsuch PRC Company. (fg) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite necessary licenses, permits and approvals granted by competent PRC authorities. (gh) In respect of any Permits approvals, licenses or permits requisite for the conduct of any part of the Principal Business business of the any PRC Companies Company which are is subject to periodic renewal, no Group Company neither such PRC Company, nor the Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (hi) The Except as disclosed in the Disclosure Schedule, with regard to employment and staff or labor management, each PRC Companies have Company has complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensionspensions or the like. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents constitutional documents and all Consents necessary or appropriate for incorporation certificates of each Group Company established under the laws of the PRC Companies (the “PRC Companies”, and each, a “PRC Company”) are valid, valid and have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effectPRC authorities. (b) All consents, approvals, authorizations or licenses required requisite under PRC law for the due and proper establishment and operation of the each PRC Companies Company have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (c) The capital and organizational structure of each PRC Company upon the completion of the Restructuring Plan set forth in Exhibit D and the conduct by each PRC Company of its applicable business under such structure is valid and in full compliance with PRC laws. (d) All filings and registrations with the PRC authorities required in respect of the each PRC Companies Company and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterparts, tax bureau, customs and other authorities, its operations have been duly completed in accordance with the relevant rules and regulations. (de) The Except as disclosed in the Disclosure Schedule, the registered capital of the Domestic each PRC Company has been fully paid up up. All the equity interests in Shenzhen Air Media Technology Co Ltd and Air Media Technology (Beijing) Co Ltd (the “WFOEs”) are duly vested in the Company as the owner in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with applicable PRC laws rules and regulations, . The Company legally and there is no outstanding capital contribution commitmentbeneficially owns 100% of the equity interest in the WFOEs. There are no outstanding rights, or commitments made by any Group the Company or any Founder to sell any of its equity interest in the PRC CompaniesWFOEs. (ef) None of the No PRC Companies Company is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by itsuch PRC Company. (fg) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite necessary licenses, permits and approvals granted by competent PRC authorities. (gh) In respect of any Permits approvals, licenses or permits requisite for the conduct of any part of the Principal Business business of the any PRC Companies Company which are is subject to periodic renewal, no Group Company neither such PRC Company, nor the Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (hi) The Except as disclosed in the Disclosure Schedule, with regard to employment and staff or labor management, each PRC Companies have Company has complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensionspensions or the like. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under PRC law and in accordance with their respective terms.

Other Representations and Warranties Relating to the PRC Companies. (ai) The Constitutional Documents constitutional documents and all Consents necessary or appropriate for the certificates and related contracts and agreements of each PRC Companies Company are valid, valid and have been duly approved or issued (as applicable) by competent governmental authorities or other applicable parties and are in full force and effectPRC authorities. (bii) All consents, approvals, authorizations or licenses required under PRC law Law for the due and proper establishment and operation of the each PRC Companies Company have been duly obtained from the relevant governmental PRC authorities and are in full force and effect. (ciii) The capital and organizational structure of each PRC Company and the conduct by each PRC Company of its applicable business under such structure is valid and in full compliance with PRC Laws. (iv) All filings and registrations with the PRC authorities required in respect of the each PRC Companies Company and their its operations, including but not limited to the filings and registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, or their respective local counterpartsSAFE, tax bureaubureaus, customs authorities, real estate authorities and other relevant product registration authorities, have been duly completed in accordance with the relevant rules and regulationsregulations of the PRC. (dv) The Except as disclosed in Section 3.26(v) of the Disclosure Schedule, the registered capital of the Domestic each PRC Company has been is fully paid up up. The Company legally and beneficially owns 100% of the equity interest in accordance with the schedule of payment stipulated in its articles of association, approval document, certificate of approval and legal person business license and in compliance with each PRC laws and regulations, and there is no outstanding capital contribution commitmentCompany. There are no outstanding rights, or commitments made by any Group Company or any Founder of the PRC Companies to sell any of its equity interest in the PRC Companiesinterest. (evi) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (fvii) Each of the PRC Companies Company has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (gviii) In respect of any Permits Each PRC Company has procured all necessary approvals, licenses or permits requisite for and essential to the conduct of any part of its business and possession of valid title to all of its material properties and assets in connection with the Principal Business carrying on of the its business, and each PRC Companies which are subject to periodic renewal, no Group Company has any reason legal and valid title to believe that such requisite renewals will not be timely granted by all of its properties and assets in connection with the relevant PRC authoritiescarrying on of its business, in each case, free and clear of all liens, charges, encumbrances, equities, claims, defects, options and restrictions. (hix) The With regard to employment and staff or labor management, each PRC Companies have Company has complied with all applicable PRC labor laws Laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (ix) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation The Company’s acquisition of one hundred percent (100%) of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting under equity interest in Jiangxi Nobao is in compliance with PRC law and in accordance with their respective termsLaw.

Other Representations and Warranties Relating to the PRC Companies. (a) The Constitutional Documents and all Consents consents necessary or appropriate for the PRC Companies are valid, have been duly approved or issued (as applicable) by competent governmental PRC authorities or other applicable parties and are in full force and effect. (b) All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the PRC Companies have been duly obtained from the relevant governmental authorities PRC Governmental Authorities and are in full force and effect. (c) All filings and registrations with the PRC authorities Governmental Authorities required in respect of each of the PRC Companies and their its operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and CommerceCommerce (“MOFCOM”), the State Administration for Foreign ExchangeMarket Regulation (“SAMR”), or their respective local counterpartsSAFE, tax bureau, customs authorities, product registration authorities and other health regulatory authorities, as applicable, have been duly completed in accordance with the relevant rules and regulations, including all required registrations conducted pursuant to Circular 37. (d) The Except as set forth in Section 3.28(d) of the Disclosure Schedule, the registered capital of each of the Domestic Company PRC Companies has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license and in compliance with PRC laws Laws and regulations, and there is no outstanding capital contribution commitment, or any other illegal actions relating to capital contribution of Group Companies such as withdrawal of paid-in capital existing. There are no outstanding rights, or commitments made by any Group Company or any Founder to sell any of its equity interest in the PRC Companies. 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 any PRC Company. (e) None of the PRC Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it. (f) Each of the PRC Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities, except where the failure to obtain does not have and is not reasonably expected to have a Material Adverse Effect. (g) In respect of any Permits permits requisite for the conduct of any part of the Principal Business of the PRC Companies which are subject to periodic renewal, no Group Company Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) The Except as disclosed to the Investors in Section 3.28 (h) of the Disclosure Schedule, the PRC Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions. (i) All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein (including the issuance, purchase and sale of the Purchased Shares and the Additional Purchased Shares and the Redemption) have been duly obtained, and such authorizations and approvals are currently, or will be as of the Closing and the Additional Closing, as the case may be (if it occurs), valid and subsisting under at PRC law laws and in accordance with their respective terms. (j) Each PRC Company has entered into a written employment contract with each employee or officer of such PRC Company pursuant to the PRC Labor Law, Labor Contract Law and other relevant laws and regulations. Except as otherwise disclosed to the Investors in Section 3.28(j) of the Disclosure Schedule, all employees of the PRC Companies have fixed-term employment contracts and there are no temporary employees in the PRC Companies. Except as otherwise disclosed to the Investors in Section 3.28(j) of the Disclosure Schedule, each PRC Company has made full contributions of employer’s portion of employee social insurance funds pursuant to law. (k) Each PRC Company that engages in genetic R&D and applications, clinical testing services, medical laboratory services, preclinical development, clinical trials or purchase or sale of medical devices and testing liquids shall possess valid permits or licenses issued by relevant industrial regulators in all material respects, including, without limitations, the PRC State Administration for Market Regulation (SAMR), National Health Commission (NHC) and/or National Medical Products Administration (NMPA), as applicable.