Common use of PRC Subsidiaries Clause in Contracts

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company T’s Subsidiaries formed in the PRC (“Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations. (c) The registered capital of each Company T VIE is fully contributed in accordance with applicable Law. (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts other than those already obtained or contemplated by the Company T VIE Contracts. (e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (i) The Company T VIE Contracts, taken as a whole, comprise all of the contracts enabling Company T to effect control over each Company T VIE and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Laws. (g) Company T has effective control of and is the primary beneficiary of each Company T VIE. Except as provided in the Company T VIE Contracts, nominee equity holders’ equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Person, against or affecting any of Company T, Company T VIEs or any of Company T VIE’s shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as whole; (ii) challenge the Company T VIE structure or the ownership structure as set forth in the Company T VIE Contracts; (iii) claim any ownership, share, equity or interest in Company T or Company T VIEs, or claim any compensation for not being granted any ownership, share, equity or interest in Company T or Company T VIEs; or (iv) claim any of the Company T VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company T, Company T VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company T’s 's Subsidiaries formed in the PRC (“"Company T PRC Subsidiaries”") have been provided or made available to Company Y and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations. (c) The registered capital of each Company T VIE is fully contributed in accordance with applicable Law. (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts other than those already obtained or contemplated by the Company T VIE Contracts. (e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of themthem . (f) (i) The Company T VIE Contracts, taken as a whole, comprise all of the contracts enabling Company T to effect control over each Company T VIE and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Laws. (g) Company T has effective control of and is the primary beneficiary of each Company T VIE. Except as provided in the Company T VIE Contracts, nominee equity holders’ ' equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Person, against or affecting any of Company T, Company T VIEs or any of Company T VIE’s 's shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as whole; (ii) challenge the Company T VIE structure or the ownership structure as set forth in the Company T VIE Contracts; (iii) claim any ownership, share, equity or interest in Company T or Company T VIEs, or claim any compensation for not being granted any ownership, share, equity or interest in Company T or Company T VIEs; or (iv) claim any of the Company T VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company T, Company T VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “"variable interest entity” " structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company Tthe Company’s Subsidiaries formed in the PRC (“Company T PRC Subsidiaries”) have been provided or made available to Company Y Parent and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental EntitiesSub. (b) All material Except as would not have a Company Material Adverse Effect, all filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFEthe State Administration of Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations. (c) The registered capital of each Company T VIE is fully contributed in accordance with applicable Law. (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts other than those already obtained or contemplated by the Company T VIE Contracts. (e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (ie) The Company T VIE Contracts, Contracts taken as a whole, whole comprise all of the contracts enabling the Company T to effect control over each Company T VIE and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Laws. (gf) As of the date hereof, the Company T has effective control of and is the primary beneficiary of each Company T VIE. Except as provided in To the Company T VIE ContractsCompany’s knowledge, nominee equity holders’ equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are there have been no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Personparty, against or affecting any of Company Tthe Company, Company T VIE Controlling Entities, VIEs or any of Company T VIE’s VIEs’ shareholders or any of their respective shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as whole; (ii) challenge the Company T VIE structure or the ownership structure as set forth in the Company T VIE Contracts; (iii) claim any ownership, share, equity or interest in Company T the Company, VIE Controlling Entities, VIEs or Company T any of VIEs’ shareholders, or claim any compensation for not being granted any ownership, share, equity or interest in Company T the Company, VIE Controlling Entities, VIEs or Company T any of VIEs’ shareholders; or (iv) claim any of the Company T VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company Tthe Company, Company T VIE Controlling Entities, VIEs or any of VIEs’ shareholders or any of their respective shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company THuya’s Subsidiaries formed in the PRC (the “Company T Huya PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub DouYu and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T Huya PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations, except where failure to make such filings and registration has not had, or would not reasonably be expected to have, a Huya Material Adverse Effect. (c) The portion of the contributed registered capital of each Company T Huya VIE is fully has been contributed in accordance with applicable LawLaw or the constitutional documents of such Huya VIE. (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T Huya VIE Contracts other than those already obtained or contemplated by the Company T Huya VIE Contracts. (e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T Huya VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T Huya VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (i) The Company T Pursuant to the Huya VIE Contracts, taken as a whole, comprise all of and to the contracts enabling Company T to effect extent permitted by applicable Laws, Huya has effective control over each Company T Huya VIE and consolidate has consolidated the financial statements results of each Company T VIEHuya VIE in accordance with GAAP, and (ii) each of the Company T Huya VIE Contracts is constitutes a valid and legally validbinding obligation of the parties named therein enforceable in accordance with its terms, enforceable subject to the Bankruptcy and binding under PRC LawsEquity Exception. (g) Company T Huya has effective control of and is the primary beneficiary of each Company T Huya VIE. Except as provided in the Company T Huya VIE Contracts, nominee equity holders’ equity interests in any Company T Huya VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Person, against or affecting any of Company THuya, Company T Huya VIEs or any of Company T Huya VIE’s shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T Huya VIE Contracts taken as whole; (ii) challenge the Company T Huya VIE structure or the ownership structure as set forth in the Company T Huya VIE Contracts; (iii) claim any ownership, share, equity or interest in Company T Huya or Company T Huya VIEs, or claim any compensation for not being granted any ownership, share, equity or interest in Company T Huya or Company T Huya VIEs; or (iv) claim any of the Company T Huya VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T Huya VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company THuya, Company T Huya VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.

PRC Subsidiaries. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect: (a) True the constitutional documents and complete copies Permits of each of the constitutional documents and certificates and related contracts and agreements of Company TCompany’s Subsidiaries formed in the PRC (the “Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub are valid and have been duly approved or issued (as applicable) by a competent PRC Governmental Entities.Entity; (b) All material all filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities operations have been duly completed made in accordance with the relevant rules and regulations.applicable Laws; (c) The registered capital the Company controls its VIEs through a series of each Company T contractual arrangements (the underlying Contracts for such arrangements, collectively, the “VIE Contracts”), which constitute the legal, binding and enforceable obligations of the relevant parties thereto under the prevailing interpretation of applicable PRC Laws as of the date hereof, and to the Knowledge of the Company, there is fully contributed in accordance with applicable Law.no enforceable agreement or understanding to rescind, amend or change the nature of such captive structure or material terms of such contractual arrangements; (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts other than those already obtained any violation, conflict or contemplated by breach fully cured prior to the Company T VIE Contracts. (e) The date hereof, the execution, delivery and performance by each and all of the relevant parties PRC Subsidiaries of their respective obligations under each and all of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will do not (i) result in any violation of their respective articles of association, their respective business licenses or other constitutive documents; , (ii) result in any violation of any applicable PRC LawsLaws as such applicable PRC Laws are being interpreted and enforced as of the date hereof, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment Order of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contractssuch PRC Subsidiaries, as the case may be, or any agreement with, or instrument to which any of them is expressed to be a party or which is binding on any of them.; (fe) (i) The Company T VIE Contracts, taken as a whole, comprise all of the contracts enabling Company T to effect control over each Company T VIE and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Laws. (g) Company T has effective control of and is the primary beneficiary of each Company T VIE. Except as provided in the Company T VIE Contracts, nominee equity holders’ equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) there have been no disputes or any third-party rights or claims. There are no disputes, disagreements, claims or any legal proceedings Legal Proceedings of any material nature, raised by any Governmental Entity or any other Personparty in writing, pending or, to the Knowledge of the Company, threatened against or affecting any of Company Tthe Company, Company T VIEs any WOFE or any of Company T VIE’s shareholders VIE that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as whole; , (ii) challenge the Company T VIE structure or the ownership structure as set forth in the Company T VIE Contracts; Contracts and described in the SEC Documents, or (iii) claim any ownership, share, equity or interest in Company T or Company T VIEsany VIE, or claim any compensation for not being granted any ownership, share, equity or interest in any VIE; and (f) except as reflected or otherwise reserved against on the Financial Statements, neither the Company T or Company T VIEs; or (iv) claim nor any of the Company T VIE Contracts its Subsidiaries are subject to any liabilities or the ownership structure thereof obligations in connection with any liquidation, dissolution, deregistration or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of similar corporate event involving any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company T, Company T VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entitySubsidiary.

PRC Subsidiaries. (a) True and complete copies of each of the The constitutional documents and certificates and related contracts and agreements Contracts of Company Teach of the Company’s Subsidiaries formed in the PRC (the “Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub are valid and have been duly approved or issued (as applicable) by a competent PRC Governmental EntitiesEntity. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities operations have been duly completed made in accordance with the relevant rules and regulationsapplicable Laws. (c) The registered capital Company controls its VIEs through a series of each Company T contractual arrangements (the underlying Contracts for such arrangements, collectively, the “VIE Contracts”), and to the Knowledge of the Company, there is fully contributed in accordance with applicable Lawno enforceable agreement or understanding to rescind, amend or change the nature of such captive structure or material terms of such contractual arrangements. (d) No approvals are required to be obtained for the execution and delivery of the VIE Contracts, the performance by the respective relevant parties of their obligations obligations, and the transactions contemplated under the Company T VIE Contracts Contracts, other than those approvals that: (i) have already obtained been obtained, (ii) remain in full force, and (iii) do not impose any obligation, condition or contemplated restriction that would create a material burden on the parties to the VIE Contracts, except (A) if any of the Company, the WFOE or any other party designated by them decides to exercise the option granted under any Exclusive Purchase Right Agreement to purchase the equity interests in the applicable VIE, such purchase shall be subject to prior approval by the Company T VIE ContractsPRC Ministry of Commerce or its local counterpart and the PRC Ministry of Industry and Information Technology or its local counterpart (as applicable) and be further subject to registrations with the relevant governmental authorities, and (B) if there is any change to the shareholding percentage or registered capital of any VIE, the pledges under the applicable Equity Interest Pledge Agreements shall be subject to re-registration with the State Administration of Industry and Commerce or its local counterparts. (e) The execution, delivery and performance by each and all of the relevant parties of their respective obligations under each and all of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will do not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; , (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment agreement, instrument, arbitration award or Order of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, or any agreement with, or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (i) The Company T VIE Contracts, taken as a whole, comprise all ownership structures of the contracts enabling Company T to effect control over each Company T VIE WFOE, the VIEs and consolidate the financial statements of each Company T VIEVIEs’ shareholders as described in the SEC Documents comply with all applicable PRC Laws, and (ii) each do not violate, breach, or otherwise conflict with any applicable PRC Laws as such applicable PRC Laws are being interpreted and enforced as of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Lawsdate hereof. (g) Company T The WFOE has effective control of the VIEs and is the primary sole beneficiary of each Company T VIE. Except as provided the VIEs and, to the Knowledge of the Company, all shareholders of the VIEs are acting in good faith and in the Company T VIE Contracts, nominee equity holders’ equity best interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claimsof the Company. There are have been no disputes, disagreements, claims or any legal proceedings other Legal Proceedings of any material nature, raised by any Governmental Entity or any other Personparty, pending or, to the Knowledge of the Company, threatened against or affecting any of Company Tthe Company, Company T VIEs the WFOE or any of Company T VIE’s shareholders VIE that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as whole; , (ii) challenge the Company T VIE structure or the ownership structure as set forth in the Company T VIE Contracts; Contracts and described in the SEC Documents, (iii) claim any ownership, share, equity or interest in Company T or Company T VIEsany VIE, or claim any compensation for not being granted any ownership, share, equity or interest in Company T or Company T VIEs; any VIE, or (iv) claim any of the Company T VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of violate any PRC Laws. (h) Except as reflected or otherwise reserved against on the Financial Statements, in each case in neither the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company T, Company T VIEs or nor any of their shareholders as compared its Subsidiaries are subject to other similarly situated enterprises any liabilities or obligations in the connection with any liquidation, dissolution, deregistration or similar corporate event involving any PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entitySubsidiary.

PRC Subsidiaries. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect: (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company Teach of the Company’s Subsidiaries formed in the PRC (the “Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub are valid and have been duly approved or issued (as applicable) by competent PRC Governmental Entities.Entity; (b) All material filings all filing and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities operations have been duly completed made in accordance with the relevant rules and regulations.; (c) The registered capital under the prevailing interpretation of applicable PRC Laws as of the date hereof, eLongNet has effective control of the VIEs through a series of contractual arrangements (a list of the underlying Contracts with respect to such arrangements is set forth on Section 4.10(c) of the Disclosure Letter, collectively, the “VIE Contracts”), and to the knowledge of the Company, each Company T VIE Contract constitutes the legal and binding obligations of the relevant parties thereto and there is fully contributed in accordance with applicable Law.no enforceable agreement or understanding to rescind, amend or change the nature of such captive structure or material terms of such contractual arrangements; (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts other than those already obtained or contemplated by the Company T VIE Contracts. (e) The execution, delivery and performance by each and all of the relevant parties PRC Subsidiaries of their respective obligations under each and all of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will do not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; , (ii) result in any violation of any applicable PRC LawsLaws as such applicable PRC Laws are currently being interpreted and enforced, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment Order of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contractssuch PRC Subsidiaries, as the case may be, or any agreement with, or instrument to which any of them is expressed to be a party or which is binding on any of them.; (fe) (i) The Company T VIE Contracts, taken as a whole, comprise all to the knowledge of the contracts enabling Company T to effect control over each Company T VIE and consolidate the financial statements of each Company T VIECompany, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC Laws. (g) Company T has effective control of and is the primary beneficiary of each Company T VIE. Except as provided in the Company T VIE Contracts, nominee equity holders’ equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are there have been no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Personparty, pending or, to the knowledge of the Company, threatened against or affecting any of Company Tthe Company, Company T VIEs eLongNet or any of Company T VIE’s shareholders VIE that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as whole; , (ii) challenge the Company T VIE structure or the ownership structure as set forth in the Company T VIE Contracts; Contracts and described in the SEC Documents, or (iii) claim any ownership, share, equity or interest in Company T eLongNet or Company T VIEsVIE, or claim any compensation for not being granted any ownership, share, equity or interest in eLongNet or VIE; and (f) except as reflected or otherwise reserved against on the Financial Statements, neither the Company T or Company T VIEs; or (iv) claim nor any of the Company T VIE Contracts its Subsidiaries are subject to any liabilities or the ownership structure thereof obligations in connection with any liquidation, dissolution, deregistration or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of similar corporate event involving any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company T, Company T VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entitySubsidiary.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company TDouYu’s Subsidiaries formed in the PRC (the “Company T DouYu PRC Subsidiaries”) have been provided or made available to Company Y Huya and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T DouYu PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations, except where failure to make such filings and registration has not had, or would not reasonably be expected to have, a DouYu Material Adverse Effect. (c) The portion of the contributed registered capital of each Company T DouYu VIE is fully has been contributed in accordance with applicable LawLaw or the constitutional documents of such DouYu VIE. (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T DouYu VIE Contracts other than those already obtained or contemplated by the Company T DouYu VIE Contracts. (e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T DouYu VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T DouYu VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (i) The Company T Pursuant to the DouYu VIE Contracts, taken as a whole, comprise all of and to the contracts enabling Company T to effect extent permitted by applicable Laws, DouYu has effective control over each Company T DouYu VIE and consolidate has consolidated the financial statements results of each Company T VIEDouYu VIE in accordance with GAAP, and (ii) each of the Company T DouYu VIE Contracts is constitutes a valid and legally validbinding obligation of the parties named therein enforceable in accordance with its terms, enforceable subject to the Bankruptcy and binding under PRC LawsEquity Exception. (g) Company T DouYu has effective control of and is the primary beneficiary of each Company T DouYu VIE. Except as provided in the Company T DouYu VIE Contracts, nominee equity holders’ equity interests in any Company T DouYu VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Person, against or affecting any of Company TDouYu, Company T DouYu VIEs or any of Company T DouYu VIE’s shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T DouYu VIE Contracts taken as whole; (ii) challenge the Company T DouYu VIE structure or the ownership structure as set forth in the Company T DouYu VIE Contracts; (iii) claim any ownership, share, equity or interest in Company T DouYu or Company T DouYu VIEs, or claim any compensation for not being granted any ownership, share, equity or interest in Company T DouYu or Company T DouYu VIEs; or (iv) claim any of the Company T DouYu VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T DouYu VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company TDouYu, Company T DouYu VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company T’s Subsidiaries formed in the PRC (“Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations. (c) The registered capital of each Company T VIE PRC Subsidiary (including each of the VIEs that were incorporated under the PRC Laws (the “PRC VIEs”) and each of its Subsidiaries) is fully contributed in accordance with applicable LawPRC Laws. (db) No approvals approvals, other than those already obtained, are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts, except (i) if the WFOE (or any other Person designated by the WFOE) decides to exercise the option granted under the applicable VIE Contracts other than those already obtained to purchase the Equity Interests in a PRC VIE and, as a result of such purchase, relevant PRC VIE will be operating its business in a restricted industry under PRC Laws, such purchase shall be subject to prior approval by MOFCOM and be further subject to registrations with the relevant PRC Governmental Entities, and (ii) if there is any change to the shareholding percentage or contemplated by registered capital of any PRC VIE, the Company T pledges under the applicable VIE ContractsContracts shall be subject to re-registration with the State Administration for Market Regulation or its local counterparts. (ec) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; , (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment agreement, instrument, arbitration award or judgment, Order or decree of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, or any agreement with, or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (id) The Company T VIE Contracts, Contracts taken as a whole, whole comprise all of the contracts enabling the Company T to effect effectively control over each Company T VIE the PRC VIEs and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC LawsVIEs. (ge) As of the date hereof, the Company T has effective control of each PRC VIE and is each of its Subsidiaries. All shareholders of the primary beneficiary of each Company T VIE. Except as provided PRC VIEs are acting in good faith and in the Company T VIE Contractsbest interests of the Company. As of the date of this Agreement, nominee equity holders’ equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are there have been no disputes, disagreements, claims or any claims, legal proceedings or Actions of any material nature, raised by any Governmental Entity or any other Personparty, pending or threatened against or affecting any of Company Tthe WFOE, Company T VIEs the PRC VIEs, any the PRC VIEs’ Subsidiaries or any of Company T any PRC VIE’s shareholders or any of their respective shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as a whole; (ii) challenge the Company T VIE structure or the ownership structure as set forth in the VIE Contracts and as disclosed in the Company T VIE ContractsSEC Filings; (iii) claim any ownership, share, equity or interest in Company T the Company, the WFOE, any PRC VIE, any PRC VIE’s Subsidiaries or Company T VIEsany PRC VIE’s shareholders, or claim any compensation for not being granted any ownership, share, equity or interest in Company T the Company, the WFOE, any PRC VIE, any PRC VIE’s Subsidiaries or Company T VIEsany PRC VIE’s shareholders; or (iv) claim any of the Company T VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or claim, legal proceeding or Action has a materially disproportionate adverse effect on Company Tthe Company, Company T VIEs the WFOE, any PRC VIE, any PRC VIE’s Subsidiaries or any PRC VIE’s shareholders or any of their respective shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests Equity Interests of the second entity.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company TDouYu’s Subsidiaries formed in the PRC (the “Company T DouYu PRC Subsidiaries”) have been provided or made available to Company Y Huya and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T DouYu PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations, except where failure to make such filings and registration has not had, or would not reasonably be expected to have, a DouYu Material Adverse Effect. (c) The portion of the contributed registered capital of each Company T DouYu VIE is fully has been contributed in accordance with applicable LawLaw or the constitutional documents of such DouYu VIE. (d) No approvals are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T DouYu VIE Contracts other than those already obtained or contemplated by the Company T DouYu VIE Contracts. (e) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T DouYu VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment of any court of the PRC having jurisdiction over the relevant parties to the Company T DouYu VIE Contracts, as the case may be, any agreement or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (i) The Company T Pursuant to the DouYu VIE Contracts, taken as a whole, comprise all of and to the contracts enabling Company T to effect extent permitted by applicable Laws, DouYu has effective control over each Company T DouYu VIE and consolidate has consolidated the financial statements results of each Company T VIEDouYu VIE in accordance with GAAP, and (ii) each of the Company T DouYu VIE Contracts is constitutes a valid and legally validbinding obligation of the parties named therein enforceable in accordance with its terms, enforceable subject to the Bankruptcy and binding under PRC LawsEquity Exception. (g) Company T DouYu has effective control of and is the primary beneficiary of each Company T DouYu VIE. Except as provided in the Company T DouYu VIE Contracts, nominee equity holders’ equity interests in any Company T DouYu VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are no disputes, disagreements, claims or any legal proceedings of any material nature, raised by any Governmental Entity or any other Person, against or affecting any of Company TDouYu, Company T DouYu VIEs or any of Company T DouYu VIE’s shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T DouYu VIE Contracts taken as whole; (ii) challenge the Company T DouYu VIE structure or the ownership structure as set forth in the Company T DouYu VIE Contracts; (iii) claim any ownership, share, equity or interest in Company T DouYu or Company T DouYu VIEs, or claim any compensation for not being granted any ownership, share, equity or interest in Company T DouYu or Company T DouYu VIEs; or (iv) claim any of the Company T DouYu VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T DouYu VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or legal proceeding has a materially disproportionate adverse effect on Company TDouYu, Company T DouYu VIEs or any of their shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.

PRC Subsidiaries. (a) True and complete copies of each of the constitutional documents and certificates and related contracts and agreements of Company T’s Subsidiaries formed in the PRC (“Company T PRC Subsidiaries”) have been provided or made available to Company Y and Merger Sub and have been duly approved or issued (as applicable) by competent PRC Governmental Entities. (b) All material filings and registrations with the PRC Governmental Entities required to be made in respect of the Company T PRC Subsidiaries and their operations, including, but not limited to, the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, SAFE, tax bureau and customs authorities have been duly completed in accordance with the relevant rules and regulations. (c) The registered capital of each Company T VIE PRC Subsidiary (including each of the VIEs that were incorporated under the PRC Laws (the “PRC VIEs”) and each of its Subsidiaries) is fully contributed in accordance with applicable LawPRC Laws. (db) No approvals approvals, other than those already obtained, are required to be obtained for the performance by the respective parties of their obligations and the transactions contemplated under the Company T VIE Contracts Contracts, except (i) if the WFOE (or any other than those already obtained or contemplated Person designated by the Company T WFOE) decides to exercise the option granted under the applicable VIE ContractsContract to purchase the Equity Interests in a PRC VIE and, as a result of such purchase, relevant PRC VIE will be operating its business in a restricted industry under PRC Laws, such purchase shall be subject to prior approval by MOFCOM and be further subject to registrations with the relevant PRC Government Entities, and (ii) if there is any change to the shareholding percentage or registered capital of any PRC VIE, the pledges under the applicable VIE Contract shall be subject to re-registration with the State Administration of Industry and Commerce or its local counterparts. (ec) The execution, delivery and performance by each of the relevant parties of their respective obligations under each of the Company T VIE Contracts, and the consummation of the transactions contemplated thereunder, did not, do not and will not (i) result in any violation of their respective articles of association, their respective business licenses or constitutive documents; , (ii) result in any violation of any applicable PRC Laws, or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Judgment agreement, instrument, arbitration award or judgment, Order or decree of any court of the PRC having jurisdiction over the relevant parties to the Company T VIE Contracts, as the case may be, or any agreement with, or instrument to which any of them is expressed to be a party or which is binding on any of them. (f) (id) The Company T VIE Contracts, Contracts taken as a whole, whole comprise all of the contracts enabling the Company T to effect effectively control over each Company T VIE the PRC VIEs and consolidate the financial statements of each Company T VIE, and (ii) each of the Company T VIE Contracts is legally valid, enforceable and binding under PRC LawsVIEs. (ge) Each VIE Contract is, and all of the VIE Contracts taken as a whole are, legal, valid and admissible as evidence under applicable PRC Laws. Each VIE Contract is in proper legal form under applicable PRC Laws for the enforcement thereof against the parties thereto in the PRC. (f) As of the date hereof, the Company T has effective control of each PRC VIE and is each of its Subsidiaries. All shareholders of the primary beneficiary of each Company T VIE. Except as provided PRC VIEs are acting in good faith and in the Company T VIE Contractsbest interests of the Company. As of the date of this Agreement, nominee equity holders’ equity interests in any Company T VIE are not subject to any Liens (other than Permitted Liens) or any third-party rights or claims. There are there have been no disputes, disagreements, claims or any claims, legal proceedings or Actions of any material nature, raised by any Governmental Entity or any other Personparty, pending or threatened against or affecting any of Company Tthe WFOE, Company T VIEs the PRC VIEs, any the PRC VIEs’ Subsidiaries or any of Company T any PRC VIE’s shareholders or any of their respective shareholders that: (i) challenge the validity or enforceability of any part or all of the Company T VIE Contracts taken as a whole; (ii) challenge the Company T VIE structure or the ownership structure as set forth in the VIE Contracts and as disclosed in the Company T VIE ContractsSEC Filings; (iii) claim any ownership, share, equity or interest in Company T the Company, the WFOE, any PRC VIE, any PRC VIE’s Subsidiaries or Company T VIEsany PRC VIE’s shareholders, or claim any compensation for not being granted any ownership, share, equity or interest in Company T the Company, the WFOE, any PRC VIE, any PRC VIE’s Subsidiaries or Company T VIEsany PRC VIE’s shareholders; or (iv) claim any of the Company T VIE Contracts or the ownership structure thereof or any arrangements or performance of or in accordance with the Company T VIE Contracts was, is or will be in violation of any PRC Laws, in each case in the preceding clauses (i) through (iv), where such dispute, disagreement, claim or claim, legal proceeding or Action has a materially disproportionate adverse effect on Company Tthe Company, Company T VIEs the WFOE, any PRC VIE, any PRC VIE’s Subsidiaries or any PRC VIE’s shareholders or any of their respective shareholders as compared to other similarly situated enterprises in the PRC which adopt a similar “variable interest entity” structure that allows one entity to exercise voting control and have a substantial economic interest in another entity where such first entity does not, directly or indirectly, own a majority of the equity interests of the second entity.