PRC Group Companies Sample Clauses

PRC Group Companies. The HK Subsidiary legally and beneficially owns one hundred percent (100%) of the Equity Securities of the WFOE and all of such Equity Securities of the WFOE are duly vested in the HK Subsidiary as the owner in accordance with applicable PRC Law. Except as contemplated under the Restructuring Documents, there are no outstanding rights or commitments made by any Warrantor to sell any Equity Securities in any PRC Group Company. Except as set forth in the Restructuring Documents and the Disclosure Schedule, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of any PRC Group Company. Except as set forth in the Restructuring Documents and their respective Constitutional Documents or as required by applicable Law, no outstanding Equity Securities of any PRC Group Company are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of such PRC Group Company or any other Person).

PRC Group Companies. A. The registered capital of each PRC Group Company is fully paid as required and one hundred percent (100%) duly vested in the respective shareholders of such entity in accordance with applicable PRC rules and regulations. There are no outstanding rights, or commitments made by the PRC Group Companies or any of its investors, joint venture partners and owners, to issue, purchase or sell any equity interest in the PRC Group Companies. B. The Disclosure Letter contains a complete list of the real properties used or maintained by the PRC Group Companies. Except as disclosed in the Disclosure Letter, none of the PRC Group Companies maintains any office or branch or other real properties. C. The WFOE, the Domestic Companies and the Founders have entered into a serious controlling agreements (the “Controlling Agreements”) to establish effective control over the business and operation of the Domestic Companies by a captive structure, and the Controlling Agreements are valid and in full force. D. All share transfer transactions with regard to each of the PRC Group Companies are valid. The constitutional documents relating to each of the PRC Group Companies are valid and have been duly approved or issued (as applicable) by the appropriate PRC authorities and are valid and in full force. E. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any governmental authority, permits or licenses (the “Governmental Authorizations”) required under PRC laws for the due and proper establishment and operation of each of the PRC Group Companies as currently operated, or contemplated to be operated, have been duly obtained from the appropriate PRC authorities and are in full force and effect. F. All filings and registrations with the PRC authorities required in respect of each of the PRC Group Companies and its operations, including the registrations with the Ministry of Commerce, the Ministry of Industry and Information Technology, the State Administration for Industry and Commerce, the State Administration of Foreign Exchange, tax bureau, customs authorities, product registration authorities, health regulatory authorities and the local counterpart of each of the aforementioned governmental authorities, as applicable, have been duly completed in accordance with the relevant rules and regulations. G. None of the PRC Group Companies has received any letter or notice from any relevant authority notifying it o...