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

Other Representations and Warranties Relating to the PRC Group Companies. (i) The constitutional documents and certificates and related material contracts of the WFOE and any other Group Companies (excluding the Company) (collectively, the WFOE and such other Group Companies established under the laws of the PRC are referred to herein as the “PRC Group Companies”) are valid and have been duly approved or registered (as applicable) by competent PRC Governmental Authorities. (ii) All material consents, approvals, authorizations or licenses requisite under PRC law for the due and proper establishment and operation of each of the PRC Group Companies have been duly obtained from the relevant PRC Governmental Authorities and are in full force and effect. (iii) All filings and registrations with the PRC Governmental Authorities required in respect of each of the PRC Group Companies and their respective operations including, without limitation, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance with the relevant PRC rules and regulations. (iv) Each of the PRC Group Companies has complied with all relevant PRC laws and regulations regarding the contribution and payment of its registered share capital, the payment schedule of which has been approved by the relevant PRC Government Authorities. There are no outstanding rights of, or commitments made by, the Company or any Group Company to sell any equity interest in any of the PRC Group Companies, or by any of the other PRC Group Companies’ shareholders to sell any equity interest in such other PRC Group Companies. (v) The PRC Group Companies are not in receipt of any letter or notice from any relevant PRC Governmental Authority notifying it of revocation of any licenses or qualifications issued to it or any subsidy granted to it by any PRC Governmental Authority for non-compliance with the terms thereof or with applicable PRC laws, or the need for compliance or remedial actions in respect of the activities carried out by the PRC Group Companies. (vi) Each of the PRC Group Companies has conducted its business activities within the permitted scope of business or has otherwise operated its business in compliance with all relevant legal requirements and with all requisite licenses and approvals granted by competent PRC Governmental Authorities. (vii) As to licenses, approvals and government grants and concessions requisite or useful for the conduct of any part of the PRC Group Companies’ business which are subject to periodic renewal, the Company has no knowledge of any grounds on which such requisite renewals will not be granted by the relevant PRC Governmental Authorities. (viii) With regard to employment and staff or labor, each of the PRC Group Companies has complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.

Other Representations and Warranties Relating to the PRC Group Companies. (ia) The constitutional documents Constitutional Documents and certificates and related material contracts Contracts of the WFOE and any other each Group Companies (excluding the Company) (collectively, the WFOE and such other Group Companies Company established under the laws of in the PRC are referred to herein as the (each a “PRC Group CompaniesCompany”) are valid and have been duly approved or registered issued (as applicable) by competent PRC Governmental Authorities. (iib) All material consents, approvals, authorizations or licenses requisite Approvals required under PRC law Law for the due and proper establishment and operation of each of the PRC Group Companies Company have been duly obtained from the relevant PRC Governmental Authorities and are in full force and effect. (iiic) The capital and organizational structure of each PRC Group Company and the conduct by each PRC Group Company of its business is valid and in full compliance with PRC Law in all material respects. (d) All filings and registrations Approvals with the PRC Governmental Authorities required in respect of each of the PRC Group Companies Company and their respective operations includingits operations, without limitation, 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, tax bureau bureaus, customs authorities, and customs authorities relevant product registration authorities, have been duly completed in accordance with the relevant PRC rules and regulationsLaw. (ive) Each The registered capital of the PRC Subsidiary is fully paid up. Other than pursuant to the Control Documents, there are no outstanding rights, or commitments made by any of the PRC Group Companies has complied with all relevant PRC laws and regulations regarding the contribution and payment of its registered share capital, the payment schedule of which has been approved by the relevant PRC Government Authorities. There are no outstanding rights of, or commitments made by, the Company or any Group Company to sell any of its equity interest in any interest. (f) None of the PRC Group Companies, or by any of the other PRC Group Companies’ shareholders to sell any equity interest in such other PRC Group Companies. (v) The PRC Group Companies are not is in receipt of any letter or written notice from any relevant PRC Governmental Authority authority notifying it of revocation of any permits or licenses or qualifications issued to it or any subsidy granted to it by any PRC Governmental Authority for non-compliance with the terms thereof or with applicable PRC laws, or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by the PRC Group Companiesit. (vig) Each of the PRC Group Companies Company has conducted been conducting and will conduct its business activities within the permitted scope of business or has is otherwise operated operating its business in full compliance with all relevant legal requirements and with all requisite licenses licenses, permits and approvals granted by competent PRC Governmental Authorities. (viih) As to licenses, approvals and government grants and concessions In respect of Approvals requisite or useful for the conduct of any part of the business of each PRC Group Companies’ business Company which are subject to periodic renewal, to the Company has Knowledge of the Company, there is no knowledge of any grounds on which fact, event, change, circumstance, or effect that is reasonably likely to result in such requisite renewals will not be being timely granted by the relevant PRC Governmental Authoritiesauthorities. (viiii) With regard to employment and staff or laborlabor management, each of the PRC Group Companies Company has complied with all applicable PRC laws and regulations Law in all material respects, including without limitation, laws and regulations all Laws pertaining to welfare funds, social benefits, medical benefits, insurance, minimum wages, overtime wages, retirement benefits, pensions or the likeand pensions.

Other Representations and Warranties Relating to the PRC Group Companies. (iA) The constitutional documents and certificates and related material contracts of each of the WFOE and any other Group Companies (excluding the CompanyParent, the Company and the Subsidiary Guarantors) (collectively, the WFOE and such other Group Companies established under the laws of the PRC are referred to herein as the “PRC Group Companies”) are valid and have been duly approved or registered (as applicable) by competent PRC Governmental Authorities. (iiB) All material consents, approvals, authorizations or licenses requisite under PRC law for the due and proper establishment and operation of each of the PRC Group Companies have been duly obtained from the relevant PRC Governmental Authorities and are in full force and effect. (iiiC) All filings and registrations with the PRC Governmental Authorities required in respect of each of the PRC Group Companies and their respective its operations including, without limitation, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance with the relevant PRC rules and regulations. (ivD) Each of the PRC Group Companies has complied with all relevant PRC laws and regulations regarding the contribution and payment of its registered share capital, the payment schedule of which has been approved by the relevant PRC Government Authorities. There are no outstanding rights of, or commitments made by, by the Company Parent or any Group Company Subsidiary to sell any equity interest in any of the PRC Group Companies, or by any of the other PRC Group Companies’ shareholders to sell any equity interest in such other PRC Group Companies. (vE) The PRC Group Companies are not in receipt of any letter or notice from any relevant PRC Governmental Authority notifying it of revocation of any licenses or qualifications issued to it or any subsidy granted to it by any PRC Governmental Authority for non-compliance with the terms thereof or with applicable PRC laws, or the need for compliance or remedial actions in respect of the activities carried out by the PRC Group Companies. (viF) Each of the PRC Group Companies has conducted its business activities within the permitted scope of business or has otherwise operated its business in compliance with all relevant legal requirements and with all requisite licenses and approvals granted by competent PRC Governmental Authorities. (viiG) As to licenses, approvals and government grants and concessions requisite or useful for the conduct of any part of the PRC Group Companies’ business which are subject to periodic renewal, the Company Parent has no knowledge of any grounds on which such requisite renewals will not be granted by the relevant PRC Governmental Authorities. (viiiH) With regard to employment and staff or labor, each of the PRC Group Companies has complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.