Common use of Ownership of Shares of Subsidiaries; Affiliates Clause in Contracts

Ownership of Shares of Subsidiaries; Affiliates. (i) The SEC Reports disclose complete and correct lists of each individual partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization (collectively, a “Person”) in which the Company (i) owns, directly or indirectly, a majority of its capital stock or similar equity interests or (ii) otherwise maintains, directly or indirectly, control over management, operations and decision-making processes (each, a “Subsidiary” and collectively, the “Subsidiaries”), as to which Schedule 4(b) shows, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (ii) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 4(b) as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned, directly or indirectly, by the Company or another Subsidiary free and clear of any Lien (other than Liens arising by operation of law). (iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement, the restrictions disclosed in Schedule 4(b), and limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. (iv) Schedule 4(b) shows the correct names of the Group Companies, the jurisdictions of their respective organization, and the percentage of shares of each class of their respective capital stock or similar equity interests outstanding owned by their respective shareholders. All of the outstanding shares of capital stock or similar equity interests of the Group Companies shown in Schedule 4(b) as being owned by their respective shareholders have been validly issued, are fully paid and non-assessable and are owned by such shareholders free and clear of any Lien (other than Liens arising by operation of law and Liens arising under the Security Documents). (v) Except pursuant to the Controlling Shareholder’s ownership interests in the Company or as otherwise set forth in Schedule 4(b), none of the directors or executive officers of the Group Companies holds, directly or indirectly, any beneficial ownership interest in any of the Subsidiaries. (vi) Except as set forth in Schedule 4(b), the Company does not, directly or indirectly, beneficially own or control a minority interest in any other company, partnership or other entity and has not entered into any joint venture or strategic alliances. (vii) As of the date hereof, there are no Subsidiaries of the Company that are not organized in the PRC.

Ownership of Shares of Subsidiaries; Affiliates. (iA) The SEC Reports disclose complete and correct lists of each individual partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization (collectively, a “Person”) in which the Company Parent (i) owns, directly or indirectly, a majority of its capital stock or similar equity interests or (ii) otherwise maintains, directly or indirectly, control over management, operations and decision-making processes (each, a “Subsidiary” and collectively, the “Subsidiaries”), as to which Schedule 4(b) II shows, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company Parent and each other Subsidiary. (iiB) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 4(b) II as being owned by the Company Parent and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned, directly or indirectly, by the Company Parent or another Subsidiary free and clear of any Lien (other than Liens arising by operation of law). (iiiC) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement, the restrictions disclosed in Schedule 4(b)II, and limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company Parent or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. (ivD) Schedule 4(b) II shows the correct names of each of Parent, the Company and each of Beihai Hi-Tech Wealth Technology Development Co. Ltd. and Beijing Hi-Tech Wealth Communication Technology Ltd., which are incorporated under the laws of the PRC (each a “WFOE”) (collectively, the Parent, the Company and the WFOEs being referred to herein as the “Group Companies”), the jurisdictions of their respective organization, and the percentage of shares of each class of their respective capital stock or similar equity interests outstanding owned by their respective shareholders. All of the outstanding shares of capital stock or similar equity interests of the Group Companies shown in Schedule 4(b) II as being owned by their respective shareholders have been validly issued, are fully paid and non-assessable and are owned by such shareholders free and clear of any Lien (other than Liens arising by operation of law and Liens arising under the Security Documents). (vE) Except pursuant to the Controlling Shareholder’s Shareholders’ respective ownership interests in the Company Parent or as otherwise set forth in Schedule 4(b)II, none of the directors or executive officers of the Group Companies holds, directly or indirectly, any beneficial ownership interest in any of the Subsidiaries. (viF) Except as set forth in Schedule 4(b)II, the Company Parent does not, directly or indirectly, beneficially own or control a minority interest in any other company, partnership or other entity and has not entered into any joint venture or strategic alliances. (viiG) As of the date hereof, there are no Subsidiaries the Company is the only Subsidiary of the Company Parent that are not organized in the PRC.

Ownership of Shares of Subsidiaries; Affiliates. (i) The SEC Reports disclose Schedule 4(b)(i) of the Disclosure Schedule contains (except as noted therein) complete and correct lists of each individual partnership, limited liability company, joint venture, corporation, association, association trust or any other entity or organization (collectively, a “"Person”") in which the Company (i) company owns, directly or indirectly, a majority of its any capital stock or similar equity interests or (ii) otherwise maintains, directly or indirectly, control over management, operations and decision-making processes (each, a “"Subsidiary” " and collectively, the “"Subsidiaries”"), as to which Schedule 4(b) showsshowing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (ii) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 4(b4(b)(i) of the Disclosure Schedule as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned, directly or indirectly, owned by the Company or another Subsidiary free and clear of any Lien (other than Liens arising by operation of law)Lien. (iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement, the restrictions disclosed in Schedule 4(b)4(b)(iii) of the Disclosure Schedule, and limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. (iv) Schedule 4(b) shows the correct names of the Group Companies, the jurisdictions of their respective organization, and the percentage of shares of each class of their respective capital stock or similar equity interests outstanding owned by their respective shareholders. All of the outstanding shares of capital stock or similar equity interests of the Group Companies shown in Schedule 4(b) as being owned by their respective shareholders have been validly issued, are fully paid and non-assessable and are owned by such shareholders free and clear of any Lien (other than Liens arising by operation of law and Liens arising under the Security Documents). (v) Except pursuant to the Controlling Shareholder’s ownership interests in the Company or as otherwise set forth in Schedule 4(b), none of the directors or executive officers of the Group Companies holds, directly or indirectly, any beneficial ownership interest in any of the Subsidiaries. (vi) Except as set forth in Schedule 4(b), the Company does not, directly or indirectly, beneficially own or control a minority interest in any other company, partnership or other entity and has not entered into any joint venture or strategic alliances. (vii) As of the date hereof, there are no Subsidiaries of Advanced Electric Motors, Inc. is the Company that are not organized in the PRCsole Subsidiary Guarantor.

Ownership of Shares of Subsidiaries; Affiliates. (i) The SEC Reports disclose Schedule 4(b)(i) of the Disclosure Schedule contains (except as noted therein) complete and correct lists of each individual partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization (collectively, a “Person”) in which the Company (i) owns, directly or indirectly, a majority of its capital stock or similar equity interests or (ii) otherwise maintains, directly or indirectly, control over management, operations and decision-making processes (each, a “Subsidiary” and collectively, the “Subsidiaries”), as to which Schedule 4(b) showsshowing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (ii) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 4(b4(b)(i) of the Disclosure Schedule as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned, directly or indirectly, owned by the Company or another Subsidiary free and clear of any Lien (other than Liens arising by operation of law)Lien. (iii) No Subsidiary is a party to, or otherwise subject to any legal or regulatory restriction or any agreement (other than this Agreement, the restrictions disclosed in Schedule 4(b)4(b)(iii) of the Disclosure Schedule, and limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. (iv) As of the date hereof, FHI is the sole Guarantor. (v) Schedule 4(b4(b)(v) of the Disclosure Schedule shows the correct names name of the Group CompaniesXxxxxx Xxxxx, the jurisdictions jurisdiction of their respective its organization, and the percentage of shares of each class of their respective its capital stock or similar equity interests outstanding owned by their respective its shareholders. All of the outstanding shares of capital stock or similar equity interests of the Group Companies Dalian Fushi shown in Schedule 4(b4(b)(v) of the Disclosure Schedule as being owned by their respective its shareholders have been validly issued, are fully paid and non-assessable and are owned by such shareholders free and clear of any Lien (other than Liens arising by operation of law and Liens arising under the Security Documents)Lien. (v) Except pursuant to the Controlling Shareholder’s ownership interests in the Company or as otherwise set forth in Schedule 4(b), none of the directors or executive officers of the Group Companies holds, directly or indirectly, any beneficial ownership interest in any of the Subsidiaries. (vi) Except as set forth in Schedule 4(b), the Company does not, directly or indirectly, beneficially own or control a minority interest in any other company, partnership or other entity and has not entered into any joint venture or strategic alliances. (vii) As of the date hereof, there are no Subsidiaries of the Company that are not organized in the PRC.