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

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC 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 Subsidiaries have been duly obtained from the relevant PRC authorities and are in full force and effect. (c) So far as each Group Company and each Founder is aware, all material filings and registrations with the PRC governmental authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its 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, the State Administration of Taxation, the PRC state-owned Assets Supervision and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant rules and regulations. (d) Except as set forth in Section 3.25(d) of the Disclosure Schedule, the registered capital of each of the PRC Subsidiaries is fully paid up in accordance with Applicable Laws, and each capital contribution to each PRC Subsidiary has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all in accordance with Applicable Law. HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land V, Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (Shantou), which are directly owned by the BVI Subsidiary). There are no outstanding rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest. (e) None of the PRC Subsidiaries 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 Subsidiaries has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries 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, and pensions.

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC authorities. (bi) All material consents, approvals, authorizations or licenses required requisite under PRC law for the due and proper establishment and operation of each of the PRC Subsidiaries have been duly obtained from the relevant PRC governmental authorities and are in full force and effect. (cii) So far as each Group Company and each Founder is aware, all material All filings and registrations with the PRC governmental authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its operationstheir respective operations including, including but not limited to without limitation, the registrations registration with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, the State Administration of Taxation, the PRC state-owned Assets Supervision tax bureau and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant PRC rules and regulations, except where, the failure to complete such filings and registrations does not, and would not, individually or in the aggregate, have a Material Adverse Effect. (diii) Except as set forth in Section 3.25(d) of the Disclosure Schedule, the registered capital of each Each of the PRC Subsidiaries is fully paid up in accordance has complied with Applicable Lawsall relevant PRC laws and regulations regarding the contribution and payment of its registered share capital, and each capital contribution to each PRC Subsidiary the payment schedule of which has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all in accordance with Applicable Law. HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land V, Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (Shantou), which are directly owned approved by the BVI Subsidiary)relevant PRC governmental authorities. There are no outstanding rightsrights of, or commitments made by the Company or any Subsidiary to sell any equity interest in any of the PRC Subsidiaries to sell any of its equity interestSubsidiaries. (eiv) None of the PRC Subsidiaries is in receipt of any letter or notice from any relevant PRC governmental authority notifying it of revocation of any permits licenses or licenses qualifications issued to it or any subsidy granted to it by any PRC governmental authority for noncompliance 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 by such PRC Subsidiary, except such revocation does not, and would not, individually or indirectly by itin the aggregate, have a Material Adverse Effect. (fv) Each of the PRC Subsidiaries has been conducting and will conduct conducted its respective business activities within the permitted scope of business or is has otherwise operating operated its respective business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits licenses and approvals granted by competent PRC authorities. (g) In respect of approvalsgovernmental authorities other than such non-compliance that do not, licenses and would not, individually or permits in the aggregate, have a Material Adverse Effect. As to licenses, approvals and government grants and concessions requisite or material for the conduct of any part of the business of each of the any PRC Subsidiaries Subsidiary which are is subject to periodic renewal, neither the Company or the Subsidiaries, nor has no knowledge of any Founder has any reason to believe that grounds on which such requisite renewals will not be timely granted by the relevant PRC governmental authorities. (hvi) With regard to employment and staff or labor managementlabor, each of the PRC Subsidiaries 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 than such non-compliance that do not, and pensionswould not, individually or in the aggregate, have a Material Adverse Effect.

Other Representations and Warranties Relating to the PRC Subsidiaries. (ai) The constitutional documents and certificates and related contracts and agreements of each the Subsidiaries of the Company that have been established under the laws of the PRC Subsidiaries (the "PRC Subsidiaries") are valid and have been duly approved or issued (as applicable) by and registered with the competent relevant PRC authoritiesGovernmental Bodies. (bii) All material Except as set forth on Schedule 3.1(mm), all consents, approvals, authorizations or licenses required requisite under PRC law Legal Requirements for the due and proper establishment and operation of each of the PRC Subsidiaries Subsidiary have been duly obtained from the relevant PRC authorities Governmental Bodies and are in full force and effect. (ciii) So far as each Group Company and each Founder is aware, all material All filings and registrations with the PRC governmental authorities Governmental Bodies required in respect of the establishment each PRC Subsidiary, its capital structure and operations of each and the execution, delivery and performance of the PRC Subsidiaries and its operationsTransaction Documents, including but not limited to including, the registrations registration with the PRC Ministry of Commerce or its local counterpart, the China Securities Regulatory Commission, the State Administration of Industry and or their respective local divisions of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, the State Administration of Taxation, the applicable PRC state-owned Assets Supervision tax bureau and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant rules PRC Legal Requirements, except where, the failure to complete such filings and regulationsregistrations does not, and would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. (div) Except as set forth in Section 3.25(d) Each PRC Subsidiary has complied with all relevant Legal Requirements of the Disclosure SchedulePRC regarding the contribution and payment of its registered share capital, the payment schedule of which has been approved by the relevant PRC Governmental Bodies. There are no outstanding commitments made by the Company or any Subsidiary (or any of their shareholders) to sell any equity interest in each PRC Subsidiary. All of the registered capital of each of the PRC Subsidiaries is fully paid up in accordance with Applicable Laws, and each capital contribution to each PRC Subsidiary has been timely contributed, such contribution has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commercerelevant Governmental Body. Except as contemplated by this Agreement, all in accordance with Applicable Law. HK Subsidiary A legally and beneficially owns 100% there are no resolutions pending to increase the registered capital of the equity interest in each any PRC Subsidiary (except for Fujian Land V, Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (Shantou), which are directly owned by the BVI Subsidiary). There are no outstanding rightsrights of, or commitments made by, the Company or any Subsidiary to sell any equity interest in any PRC Subsidiary, or by any of the other shareholders of any PRC Subsidiaries Subsidiary to sell any equity interest in such PRC Subsidiary. To the extent that any direct or indirect shareholder of the Company (including the Founder) or any of its equity interestSubsidiaries is subject to the jurisdiction of Circular 75 issued by the PRC State Administration of Foreign Exchange on October 21, 2005, including any amendment, implementing rules, or official interpretation thereof or any replacement, successor or alternative legislation having the same subject matter thereof (collectively "Circular 75"), each such shareholder has complied in all respects with Circular 75 and any related requirement of law, including the completion of any applicable foreign exchange registration, settlement or remittance requirement therein. (ev) None of the Each PRC Subsidiaries is in receipt of Subsidiary has not received any letter or notice from any relevant authority PRC Governmental Body notifying it of revocation of any permits licenses or licenses qualifications issued to it or any subsidy granted to it by any PRC Governmental Body for noncompliance non-compliance with the terms thereof or with applicable PRC Legal Requirements, or the need for lack of compliance or remedial actions in respect of the activities carried out directly by each PRC Subsidiary, except such revocation as does not, and would not, individually or indirectly by itin the aggregate, have or reasonably be expected to result in a Material Adverse Effect. (fvi) Each of the PRC Subsidiaries Subsidiary has been conducting and will conduct conducted its business activities within the permitted scope of business or is has otherwise operating operated its business in compliance in all material respects with all relevant legal requirements Legal Requirements and with all requisite licenses, permits licenses and approvals granted by competent PRC authoritiesGovernmental Bodies other than such non-compliance that do not, and would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. (gvii) In respect of approvalsExcept as set forth on Schedule 3.1(nn), licenses as to licenses, approvals and government grants and concessions requisite or permits requisite material for the conduct of any part of the each PRC Subsidiary's respective business of each of the PRC Subsidiaries which are is subject to periodic renewal, neither the Company or the Subsidiaries, nor has no knowledge of any Founder has any reason reasons related to believe that such PRC Subsidiary for which such requisite renewals will not be timely granted by the relevant PRC authoritiesGovernmental Bodies. (hviii) With Except as described in Schedule 3.1 (nn), with regard to employment and staff or labor managementlabor, each of the PRC Subsidiaries Subsidiary has complied with all applicable PRC laws and regulations Legal Requirements in all material respects, including without limitation, laws and regulations those pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like, other than such non-compliance that do not, and pensionswould not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC 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 Subsidiaries have been duly obtained from the relevant PRC authorities and are in full force and effect. (c) So far as each Group Company and each Founder is aware, all material filings and registrations with the PRC governmental authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its 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, the State Administration of Taxation, the PRC state-owned Assets Supervision and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant rules and regulations. (d) Except as set forth in Section 3.25(d) of the Disclosure Schedule, the registered capital of each of the PRC Subsidiaries is fully paid up in accordance with Applicable Laws, and each capital contribution to each PRC Subsidiary has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all in accordance with Applicable Law. HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land V, Land V. Limited (Fujian), Linong Agriculture Technology Co., Ltd. (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, Linong Agriculture Technology Co., Ltd. (Shantou), Land V. Agriculture Technology (Zhangzhou) Co., Ltd., Fuzhou Land V. Group Co., Ltd. and Land V. Limited Agriculture Technology (Shantou)Ningde) Co., Ltd, which are directly owned by the BVI SubsidiarySubsidiary and Linong Agriculture Technology Co. Ltd. (Quanzhou) which is directly owned by Fuzhou Land V. Group Co., Ltd.). There are no outstanding rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest. (e) None of the PRC Subsidiaries 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 Subsidiaries has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries 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, and pensions.

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC authorities. (bi) All material consents, approvals, authorizations or licenses required requisite under PRC law for the due and proper establishment and operation of each of the PRC Subsidiaries have been duly obtained from the relevant PRC authorities Governmental Authorities and are in full force and effect, except to the extent that the failure to obtain and maintain in full force and effect any such consents, approvals, authorizations or licenses does not, and would not, individually or in the aggregate, result in a Material Adverse Effect. (cii) So far as each Group Company and each Founder is aware, all material All filings and registrations with the PRC governmental authorities Governmental Authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its 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, the State Administration of Taxation, the PRC state-owned Assets Supervision tax bureau and Administration Commission and PRC customs authorities or their local counterparts if and as applicable, have been duly completed in accordance with the relevant PRC rules and regulations, except to the extent that the failure to duly complete such filings and registrations does not, and would not, individually or in the aggregate, result in a Material Adverse Effect. (diii) Except as set forth in Section 3.25(d) of the Disclosure Schedule, the registered capital of each Each of the PRC Subsidiaries is fully paid up in accordance has complied with Applicable Lawsall relevant PRC laws and regulations regarding the contribution and payment of its registered capital, the payment schedule of which has been approved by the relevant PRC Government Authorities, except to the extent that failure to so comply does not, and each capital contribution to each PRC Subsidiary has been duly verified by a certified accountant registered would not, individually or in the PRC and the accounting firm employing such accountantaggregate, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all result in accordance with Applicable Law. HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land V, Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (Shantou), which are directly owned by the BVI Subsidiary)a Material Adverse Effect. There are no outstanding rightsrights of, or commitments made by the Company or any of the PRC Subsidiaries Subsidiary to sell any of its equity interestinterest in the PRC Subsidiaries. (eiv) None of the PRC Subsidiaries is in receipt of any letter or notice from any relevant authority PRC Governmental Authority notifying it of revocation of any permits material licenses or licenses qualifications issued to it or any subsidy granted to it by any PRC Governmental Authority for noncompliance 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 by any of the PRC Subsidiaries, in each such case that would, individually or indirectly by itin the aggregate, result in a Material Adverse Effect. (fv) Each of the PRC Subsidiaries has been conducting and will conduct conducted its business activities within the permitted scope of business or is has otherwise operating operated its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits licenses and approvals granted by competent PRC authorities. (g) In respect of approvalsGovernmental Authorities. As to licenses, licenses approvals and government grants and concessions requisite or permits requisite useful for the conduct of any part of the business of each any of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor has no knowledge of any Founder has any reason to believe that grounds on which such requisite renewals will not be timely granted by the relevant PRC authoritiesGovernmental Authorities. (hvi) With regard to employment and staff or labor managementlabor, each of the PRC Subsidiaries has complied with all applicable PRC laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefitsinsurance (including medical insurance, medical benefits, maternity insurance, retirement benefitsinsurance, injury insurance and unemployment insurance) and housing funds or the like, except to the extent that failure to so comply does not, and pensionswould not, individually or in the aggregate, have a Material Adverse Effect.

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC 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 Subsidiaries have been duly obtained from the relevant PRC authorities and are in full force and effect. (c) So far as each Group Company and each Founder is aware, all material filings and registrations with the PRC governmental authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its 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, the State Administration of Taxation, the PRC state-owned Assets Supervision and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant rules and regulations. (d) Except as set forth in Section 3.25(d) of the Disclosure Schedule, . the registered capital of each of the PRC Subsidiaries is fully paid up in accordance with Applicable Laws, and each capital contribution to each PRC Subsidiary has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all in accordance with Applicable Law. HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land V, Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (Shantou), which are directly owned by the BVI Subsidiary). There are no outstanding rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest. (e) None of the PRC Subsidiaries 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 Subsidiaries has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries 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, and pensions.

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC 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 Subsidiaries have been duly obtained from the relevant PRC authorities and are in full force and effect. (c) So far as each Group Company and each Founder is aware, all material All filings and registrations with the PRC governmental authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its 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, the State Administration of Taxation, the PRC state-owned Assets Supervision tax bureau and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant rules and regulations. (d) Except as set forth in Section 3.25(d) of the Disclosure Schedule, the The registered capital of each of the PRC Subsidiaries is fully paid up in accordance with Applicable Laws, and each capital contribution to each PRC Subsidiary has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all in accordance with Applicable Lawup. The HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land V, Land V. Limited (Huizhou), Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (ShantouFujian), which are is directly owned by the BVI Subsidiary). There are no outstanding rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest. (e) None of the PRC Subsidiaries 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 Subsidiaries has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries 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, and pensions.

Other Representations and Warranties Relating to the PRC Subsidiaries. (a) The constitutional documents and certificates and related contracts and agreements of each of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the competent PRC 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 Subsidiaries have been duly obtained from the relevant PRC authorities and are in full force and effect. (c) So far as each Group Company and each Founder is aware, all material All filings and registrations with the PRC governmental authorities required in respect of the establishment and operations of each of the PRC Subsidiaries and its 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, the State Administration of Taxation, the PRC state-owned Assets Supervision tax bureau and Administration Commission and PRC customs authorities have been duly completed in accordance with the relevant rules and regulations. (d) Except as set forth in Section 3.25(d) of the Disclosure Schedule, the The registered capital of each of the PRC Subsidiaries is fully paid up in accordance with Applicable Laws, and each capital contribution to each PRC Subsidiary has been duly verified by a certified accountant registered in the PRC and the accounting firm employing such accountant, and the report of the certified accountant evidencing such verification has been registered with the State Administration for Industry and Commerce, all in accordance with Applicable Lawup. HK Subsidiary A legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Fujian Land VV. Limited (Fujian), Land V. Limited (Huizhou), ) and Land V. Limited (Zhangjiakou), Xiamen Land V. Group Co., Ltd, and Land V. Limited (Shantou), which are directly owned by the BVI Subsidiary). There are no outstanding rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest. (e) None of the PRC Subsidiaries 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 Subsidiaries has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in compliance in all material respects with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities. (g) In respect of approvals, licenses or permits requisite for the conduct of any part of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities. (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries 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, and pensions.