Common use of PRC Matters Clause in Contracts

PRC Matters. (i) Daifu conducts substantially all of its operations and generates substantially all of its revenue through Puhua Kangjian Environment Technology (Shenzhen) Limited (the “PRC Subsidiary”). The PRC Subsidiary has been duly established, is validly existing as a company in good standing under the laws of the PRC, has the corporate power and authority to own, lease and operate its property and to conduct its business and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing is not reasonably likely to result in a Material Adverse Effect on Daifu. The PRC Subsidiary has applied for and obtained all requisite business licenses, clearances and permits required under PRC laws and regulations as necessary for the conduct of its businesses, and the PRC Subsidiary has complied in all material respects with all PRC laws and regulations in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are in full force and effect, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect on Daifu. The registered capital of the PRC Subsidiary has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license (hereinafter referred to as the “Establishment Documents”) and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment for the PRC Subsidiary. The Establishment Documents of the PRC Subsidiary have been duly approved in accordance with the laws of the PRC and are valid and enforceable. The business scope specified in the Establishment Documents of the PRC Subsidiary complies with the requirements of all relevant PRC laws and regulations. The outstanding equity interests of the PRC Subsidiary are owned of record by Daifu or a wholly owned subsidiary, except for such specific entities or individuals identified as the registered holders thereof in the Daifu Schedules. (ii) Daifu has taken all necessary steps to comply with, and has used its commercially reasonable best efforts to ensure compliance by all of its direct or indirect shareholders and option holders who are PRC residents with, any applicable rules and regulations of the PRC State Administration of Foreign Exchange of the PRC. Daifu has used its commercially reasonable best efforts to ensure compliance by each of its shareholders, option holders, directors, officers and employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the PRC Ministry of Commerce, the PRC National Development and Reform Commission and the PRC State Administration of Foreign Exchange) relating to overseas investment by PRC residents and citizens. (iii) Daifu is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated on August 8, 2006, as revised on June 22, 2009, by the PRC Ministry of Commerce, the PRC State Assets Supervision and Administration Commission, the PRC State Administration of Taxation, the PRC State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the PRC State Administration of Foreign Exchange of the PRC, in particular the relevant provisions thereof that purport to require offshore special purpose vehicles controlled directly or indirectly by PRC-incorporated companies or PRC residents and established for the purpose of obtaining a stock exchange listing outside of the PRC to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of the PRC.

PRC Matters. (i) Daifu Fortune conducts substantially all of its operations and generates substantially all of its revenue through Puhua Kangjian Environment Technology Wuhan Kangfu Consulting and Management Corporation (Shenzhenthe “WFOE”) Limited and Chongqing Jiafu Health Industry Co., Ltd. (the “PRC SubsidiaryVIE”, collectively with the WFOE, the “PRC Entities”). The Each of the PRC Subsidiary Entities has been duly established, is validly existing as a company in good standing under the laws of the PRC, has the corporate power and authority to own, lease and operate its property and to conduct its business and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing is not reasonably likely to result in a Material Adverse Effect on DaifuEffect. The Except as otherwise disclosed to the Company, each of the PRC Subsidiary Entities has applied for and obtained all requisite business licenses, clearances and permits required under PRC laws and regulations as necessary for the conduct of its businesses, and all such licenses, clearances and permits are in full force and effect, and each of the PRC Subsidiary Entities has complied in all material respects with all PRC laws and regulations in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are in full force and effectregulations, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect on DaifuEffect. The registered capital of the PRC Subsidiary VIE has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license (hereinafter referred to as the “Establishment Documents”) and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment for the PRC SubsidiaryVIE. The respective Establishment Documents of the PRC Subsidiary Entities have been duly approved in accordance with the laws of the PRC and are valid and enforceable. The business scope specified in the Establishment Documents of the PRC Subsidiary Entities complies with the requirements of all relevant PRC laws and regulations. The outstanding equity interests of the PRC Subsidiary VIE are owned of record by Daifu or a wholly owned subsidiaryXxxxx Xxx, except for such specific entities or individuals identified as the registered holders thereof Xxxx Xx and Xiangju Mu in the Daifu Schedules.amounts set forth on Schedule B. (ii) Daifu No consents, approvals, authorizations, orders, registrations, clearances, certificates, franchises, licenses, permits or qualifications of or with any PRC governmental agency are required for Fortune’s or its subsidiary’s contractual arrangements and agreements (i) with the PRC VIE and their registered equity holders and (ii) between the PRC VIE and the owners of any spas operated by the PRC VIE (the “VIE Structure”) or the execution, delivery and performance of such contractual arrangements and agreements (the “VIE Structuring Documents”). None of the VIE Structuring Documents has taken been revoked and, to Fortune’s knowledge, no such revocation is pending or threatened. Each of the VIE Structuring Documents has been entered into prior to the date thereof in compliance with all necessary steps applicable laws and regulations and constitutes a valid and legally binding agreement, enforceable in accordance with its terms. Except as otherwise disclosed to comply withthe Company, the VIE Structure complies, and after the consummation of the Exchange, will comply, with all applicable laws, regulations, rules, orders, decrees, guidelines, notices or other legislation of the PRC; the VIE Structure has used its commercially reasonable best efforts not been challenged by any PRC governmental agency and there are no legal, arbitration, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before or, to ensure compliance Fortune’s knowledge, threatened or contemplated by any PRC governmental agency in respect of the VIE Structure; and Fortune reasonably believes that after the consummation of the Exchange, the VIE Structure will not be challenged by any PRC governmental agency. (iii) Fortune possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the PRC VIE. (iv) Fortune has advised all of its direct or indirect shareholders and option holders who are PRC residents with, of their obligations to comply with any applicable rules and regulations of the PRC State Administration of Foreign Exchange of the PRCExchange. Daifu Fortune has used its commercially reasonable best efforts to ensure compliance by advised each of its shareholders, option holders, directors, officers and employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen of their obligations to comply with any applicable rules and regulations of the relevant PRC government agencies (agencies, including but not limited to the PRC Ministry of Commerce, the PRC National Development and Reform Commission and the PRC State Administration of Foreign Exchange) , relating to overseas investment by PRC residents and citizens. (iiiv) Daifu Fortune is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated on August 8, 2006, as revised on June 22, 2009, by the PRC Ministry of Commerce, the PRC State Assets Supervision and Administration Commission, the PRC State Administration of Taxation, the PRC State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the PRC State Administration of Foreign Exchange of the PRCPRC (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles vehicles, as defined in the M&A rules, controlled directly or indirectly by PRC-incorporated companies or PRC residents and established for the purpose of obtaining a stock exchange listing outside of the PRC to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of the PRC.

PRC Matters. (i) Daifu Ailibao conducts substantially all of its operations and generates substantially all of its revenue through Puhua Kangjian Environment Technology (Shenzhen) Limited Fujian Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd. (the “PRC SubsidiaryVIE”). The PRC Subsidiary VIE has been duly established, is validly existing as a company in good standing under the laws of the PRC, has the corporate power and authority to own, lease and operate its property and to conduct its business and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing is not reasonably likely to result in a Material Adverse Effect on DaifuEffect. The PRC Subsidiary VIE has applied for and obtained all requisite business licenses, clearances and permits required under PRC laws and regulations as necessary for the conduct of its businesses, and the PRC Subsidiary VIE has complied in all material respects with all PRC laws and regulations in connection with foreign exchange, including without limitation, carrying out all relevant filings, registrations and applications for relevant permits with the PRC State Administration of Foreign Exchange and any other relevant authorities, and all such permits are in full force and effect, in each case except where the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect on DaifuEffect. The registered capital of the PRC Subsidiary VIE has been fully paid up in accordance with the schedule of payment stipulated in its respective articles of association, approval document, certificate of approval and legal person business license (hereinafter referred to as the “Establishment Documents”) and in compliance with PRC laws and regulations, and there is no outstanding capital contribution commitment for the PRC SubsidiaryVIE. The Establishment Documents of the PRC Subsidiary VIE have been duly approved in accordance with the laws of the PRC and are valid and enforceable. The business scope specified in the Establishment Documents of the PRC Subsidiary VIE complies with the requirements of all relevant PRC laws and regulations. The outstanding equity interests of the PRC Subsidiary VIE are owned of record by Daifu Ailibao or a wholly owned subsidiary, except for such specific entities or individuals identified as the registered holders thereof in the Daifu SchedulesSchedule 2.09. (ii) Daifu No consents, approvals, authorizations, orders, registrations, clearances, certificates, franchises, licenses, permits or qualifications of or with any PRC governmental agency are required for Ailibao’s or its subsidiaries’ contractual arrangements and agreements with the PRC VIE and their registered equity holders (the “VIE Structure”) or the execution, delivery and performance of such contractual arrangements and agreements (the “VIE Structuring Documents”). None of the VIE Structuring Documents has been revoked and, to Ailibao’s knowledge, no such revocation is pending or threatened. Each of the VIE Structuring Documents has been entered into prior to the date thereof in compliance with all applicable laws and regulations and constitutes a valid and legally binding agreement, enforceable in accordance with its terms. The VIE Structure complies, and after the consummation of the Exchange, will comply, with all applicable laws, regulations, rules, orders, decrees, guidelines, notices or other legislation of the PRC; the VIE Structure has not been challenged by any PRC governmental agency and there are no legal, arbitration, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before or, to Ailibao’s knowledge, threatened or contemplated by any PRC governmental agency in respect of the VIE Structure; and Ailibao reasonably believes that after the consummation of the Exchange, the VIE Structure will not be challenged by any PRC governmental agency. (iii) Ailibao possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the PRC VIE. (iv) Ailibao has taken all necessary steps to comply with, and has used its commercially reasonable best efforts to ensure compliance by all of its direct or indirect shareholders and option holders who are PRC residents with, any applicable rules and regulations of the PRC State Administration of Foreign Exchange of the PRCPRC (the “SAFE Rules and Regulations”). Daifu Ailibao has used its commercially reasonable best efforts to ensure compliance by each of its shareholders, option holders, directors, officers and employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the PRC Ministry of Commerce, the PRC National Development and Reform Commission and the PRC State Administration of Foreign Exchange) relating to overseas investment by PRC residents and citizenscitizens (the “PRC Overseas Investment and Listing Regulations”). (iiiv) Daifu Ailibao is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated on August 8, 2006, as revised on June 22, 2009, by the PRC Ministry of Commerce, the PRC State Assets Supervision and Administration Commission, the PRC State Administration of Taxation, the PRC State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the PRC State Administration of Foreign Exchange of the PRCPRC (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles controlled directly or indirectly by PRC-incorporated companies or PRC residents and established for the purpose of obtaining a stock exchange listing outside of the PRC to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of the PRC.