PRC Companies. Section 3.5 of the Disclosure Schedule sets forth all Equity Securities of each Group Company other than the Company, together with an accurate and complete list of the record and beneficiary owners of such Equity Securities. Except as disclosed in Section 3.5 of the Disclosure Schedule:
(a) Except as disclosed in Section 3.5(a) of the Disclosure Schedule, the registered capital of each PRC Company is fully paid as required under its articles of association in accordance with applicable PRC rules and regulations.
(b) There are no outstanding rights, resolutions or commitments made by each of the PRC Companies or any of its investors and owners, to issue, purchase or sell any Equity Securities in each of the PRC Companies.
(c) There are no bonds, debentures, notes or other indebtedness of any of the PRC Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of each of the PRC Companies may vote. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests to which of any of the PRC Companies is a party or is otherwise bound.
(d) Except as disclosed in Section 3.5(d) of the Disclosure Schedule, each of the PRC Companies does not maintain any offices, branches or subsidiaries except for its registered office.
(e) The incorporation documents relating to each of the PRC Companies are valid and have been duly approved or issued (as applicable) by the appropriate PRC Governmental Authorities and are valid and in full force.
(f) All consents, approvals, Governmental Authorizations, permits or licenses required under PRC laws for the due and proper establishment and the business of each of the PRC Companies as currently operated, or contemplated to be operated, have been duly obtained from the appropriate PRC Governmental Authorities and are in full force and effect.
(g) All filings and registrations with the PRC Governmental Authorities required in respect of each Founder, each of the PRC Companies and its operations, including the registrations with the Ministry of Commerce of the PRC (“MOFCOM”), the State Administration for Market Regulation (or its predecessor) (“SAMR”), the State Administration of Foreign Exchange of the PRC (“SAFE”), the Ministry of Industry and Information Technology, the National Medical Products Administration (“NM...
PRC Companies. The registered capital of each of PRC Companies is set forth opposite its name on Section 3.2(i) of the Disclosure Schedule, together with an accurate list of the record and beneficial owners of such registered capital.
PRC Companies. The Company and the Founder shall cause the board of directors of each PRC Company to have the same number of directors and consist of the same directors as that of the Company.
PRC Companies. Except as disclosed in Section 3.4
PRC Companies. Wuhan Douyu Internet Technology Co., Ltd. (武汉斗鱼网络科技有限公司) By: /s/ XXXX Xxxxxxx /s/ Seal of Wuhan Douyu Internet Technology Co., Ltd. Wuhan Ouyue Online TV Co., Ltd. (武汉瓯越网视有限公司) By: /s/ XXXX Xxxxxxx /s/ Seal of Wuhan Ouyue Online TV Co., Ltd.
PRC Companies. The constitutional documents and certificates of each PRC Company are valid and have been duly approved or issued (as applicable) by appropriate PRC Governmental Authorities. The capital and organizational structure of each PRC Company and the business conducted by such PRC Company are valid and in compliance in all material aspects with relevant PRC laws. All approvals, permits, licenses authorizations, certifications, registrations, filings and other governmental approval required under PRC laws for the establishment and operation of each PRC Company, have been obtained from the relevant PRC Governmental Authorities or completed in accordance with the relevant laws, and are in full force and effect. In respect of approvals, permits, licenses authorizations, certifications, registrations, filings and other governmental approval requisite for the conduct of any part of the business of such PRC Company which are subject to periodic renewal, none of the Covenantors has any reason to believe that such material requisite renewals will not be timely granted by the relevant PRC Governmental Authorities. Each PRC Company has been conducting its business activities within the permitted scope of business, and has been operating its business in compliance in all material aspects with all relevant legal requirements and with all requisite approvals, permits, licenses authorizations, certifications, registrations, filings or other governmental approval granted by the competent PRC Governmental Authorities. No PRC Company has received any letter or notice from any governmental authority notifying the revocation of any approvals, permits, licenses authorizations, certifications, registrations, filings or other governmental approval issued to it for material non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it.
PRC Companies. As of the date hereof, each of the PRC Companies has been duly organized, validly existing and in good standing under the laws of the PRC, and have all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on their respective businesses as presently conducted and to own, hold and operate their respective properties and assets as now owned, held and operated, except where the failure to be so organized, existing and in good standing or to have such authority and power, governmental licenses, authorizations, consents or approvals would not have a Material Adverse Effect. Except as described on Schedule 5(y), all registered capital and other capital contributions shall have been duly paid up in accordance with the relevant PRC regulations and requirements and all necessary capital verification reports have been duly issued and not revoked. No PRC Company is in violation or breach of any of the provisions of its organizational documents, except for such violations or breaches as, would not have a Material Adverse Effect. The organizational documents of each of the PRC Companies are valid and subsisting and none of the PRC Companies are in violation of any of the provisions of their respective charter or bylaws or equivalent organizational documents. The VIE Documents have been duly authorized, executed and delivered and constitute the valid and binding obligations of the parties thereto. No party to the VIE Document is in violation or breach of any provision thereof, except for such violation or breach as would not have a Material Adverse Effect. The VIE Documents do not contravene, conflict with or result in a violation of, default under or termination of any other agreement or instrument to which the Company or any Subsidiary is a party or by which the property or assets of the Company or any Subsidiary are bound or contravene, conflict with or result in a violation of any law or order to which the Company or any Subsidiary may be subject, or contravene, conflict with or result in the violation of the terms or requirements of, or give any governmental authority the right to invoke, withdraw, suspend, cancel, terminate or modify any license, permits, authorizations, approvals, franchises or other rights held by any party to the VIE Documents or that otherwise relate to the business of, or any property or assets of the Company of the PRC Companies.
PRC Companies. Except as disclosed in Section 3.5 of the Disclosure Schedule:
(a) The registered capital of the PRC Subsidiary is fully paid as required under its articles of association and one hundred percent (100%) of the equity interest of the PRC Subsidiary is duly vested in the Company as the sole investor in and owner of the PRC Subsidiary in accordance with applicable PRC rules and regulations.
(b) One hundred percent (100%) of the equity interests of Beijing Blue I.T. is duly vested in Xxxx Xxxx and Xiao-Hong Kou as its sole investors and owners in accordance with applicable PRC rules and regulations. One hundred percent (100%) of the equity interests of Beijing Jingtian is duly vested in Xxxxxx Xxxxx and Xxxxxxx Xxxx as its sole investors and owners in accordance with applicable PRC rules and regulations. One hundred percent (100%) of the equity interests of Shanghai Jnet is duly vested in Yong Sha and Xxxxxxx Xxxx as its sole investors and owners in accordance with applicable PRC rules and regulations.
(c) Except as provided under the Restructuring Agreements dated September 23, 2005 by and among the PRC Subsidiary, Beijing Blue I.T. and the Key Parties, the Restructuring Agreements dated January 10, 2008 by and among the PRC Subsidiary, Shanghai Jnet and its shareholders, and the Restructuring Agreements dated July 31, 2009, by and among the PRC Subsidiary, Beijing Jingtian and its shareholders, there are no outstanding rights, or commitments made by each of the PRC Companies or any of its investors and owners, to issue, purchase or sell any equity interest in each of the PRC Companies.
(d) There are no bonds, debentures, notes or other indebtedness of any of the PRC Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests of each of the PRC Companies may vote. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests to which of any of the PRC Companies is a party or is otherwise bound.
(e) The PRC Subsidiary does not maintain any offices or branches or subsidiaries except for its office at Xx. 0X, Xxxxxxxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000, People’s Republic of China.
PRC Companies. The board of directors of each of the PRC Companies shall consist of the same directors as that of the Company. The Investors shall ensure that the Investor-appointed directors are qualified to be directors of the PRC Companies under PRC laws.
PRC Companies. Beijing Bitauto Internet Information Company Limited
1. Type of Entity: Wholly Foreign Owned Enterprise
2. Legal Address: D/E/F/G/H/J Unit, 10th Floor, Office Building 3 of New Century Hotel, Xx. 0 xx Xxxxxxx Xxxxxxx Xxxxx Xxxx, Xxxxxxx xxxxxxxx, Xxxxxxx, XXX
0. Date of Establishment: January 20, 2006
4. Place of Incorporation: PRC
5. Registered Capital: US$14,000,000
6. Legal Representative: Xx Xxx
1. Type of Entity: Limited Liability Company
2. Legal Address: Xxxxx 000, 0xx Xxxxx, Xxxxxx Xxxxxxxx 0 xx Xxx Xxxxxxx Hotel, Xx. 0 xx Xxxxxxx Xxxxxxx Xxxxx Xxxx, Xxxxxxx xxxxxxxx, Xxxxxxx, XXX
0. Date of Establishment: December 30, 2002
4. Place of Incorporation: PRC
5. Registered Capital: RMB 10,000,000
6. Legal Representative: Xx Xxx
