Common use of Representations and Warranties of the Pledgor and Party C Clause in Contracts

Representations and Warranties of the Pledgor and Party C. The Pledgor represents and warrants to the Pledgee that: 5.1 The Pledgor has a complete and independent legal status and capacity under the Laws of China, has obtained the appropriate authorization to sign, deliver and perform this Agreement, and can be an independent subject of litigation of one party. 5.2 The Pledgor is the sole legal owner and beneficial owner of the Equity, has the full right and power to Pledge the Equity to the Pledgee in accordance with this Agreement, and also has the right to dispose of the Equity and any part thereof. Except for the separate agreement signed by the Pledgor and the Pledgee, the Pledgor enjoys the legal and complete ownership of the Equity. 5.3 The Pledgee shall have the right to dispose of and transfer the Equity as specified herein. 5.4 Except for the Pledge, the Pledgor does not have any Security Interest or other encumbrances on the Equity, the ownership of the Equity is not subject to any dispute, there is no taxes or fees payable but unpaid in connection with the Equity, and the Equity is not subject to seizure or other legal proceedings or similar threats and may be pledged or transferred in accordance with applicable laws.. 5.5 The Pledgor’s execution of this Agreement and exercise of its rights or performance of its obligations hereunder shall not violate or contravene any law, regulation, judgment of any court, decision of any arbitration authority, decision of any administrative authority, any agreement or contract to which the Pledgor is a party or binding on its assets, or any promise made by the Pledgor to any third party. 5.6 All documents, materials, statements and vouchers provided by the Pledgor to the Pledgee are accurate, true, complete and valid, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Period. 5.7 After this Agreement is duly signed by the Pledgor and becomes effective in accordance with the provisions hereof, it shall constitute a legal, effective and binding obligation to the Pledgor. 5.8 The Pledgor has the full right and authority within the Pledgor to sign and deliver this Agreement and all other documents relating to the transaction described herein and to be signed, and full right and authority to complete the transaction described herein. 5.9 Except for the Equity pledge registration to be applied to the Registration Authority, any third party’s consent, permission, waiver, authorization or any government agency’s approval, permission, exemption or registration or filing to be applied to any government agency (if required by law) required for the execution and performance hereof and for the effectiveness of the Equity pledge hereunder have been obtained or handled, and will remain fully and continuously valid during the term hereof. 5.10 The Pledge hereunder shall constitute the Security Interest in the Equity in the first order. 5.11 All taxes and fees payable in connection with the acquisition of Equity have been paid in full by the Pledgor. 5.12 There are no pending or threatened lawsuit, arbitration or other legal proceedings or claims as known to the Pledgor in any court or arbitral tribunal against the Pledgor or its property or Equity, nor are there any pending or threatened administrative proceeding, administrative penalty or other legal proceedings or claims as known to the Pledgor in any government agency or administrative authority against the Pledgor or its property or Equity, which will have a material or adverse impact on the Pledgor’s financial situation or ability to perform its obligations and secure liability hereunder. 5.13 Unless otherwise agreed herein, at any time once the Pledgee exercises its rights pursuant to this Agreement, there shall be no interference from any other party. 5.14 The Pledgor hereby agrees to be jointly and severally liable to the Pledgee for the representations and warranties made by Party C hereunder. 5.15 The Pledgor hereby warrants to the Pledgee that the above representations and warranties will be true, correct, accurate and complete and will be fully complied with at any time and under any circumstances before the Contractual Obligations are fully performed or the Secured Debt is fully settled. 5.16 Party C is a limited liability company incorporated and validly existing under the Laws of China, has the status of an independent legal person, can be an independent subject of litigation of one party, has formally registered with the competent industrial and commercial administrative department, has passed annual inspection over the years or submitted annual report in accordance with law, has full and independent legal status and capacity, and has been duly authorized to sign, deliver and perform this Agreement. 5.17 After this Agreement is duly signed by Party C and becomes effective in accordance with the provisions hereof, it shall constitute a legal, effective and binding obligation to Party C. 5.18 Party C has the full right and authority within Party C to sign and deliver this Agreement and all other documents relating to the transaction described herein and to be signed, and full right and authority to complete the transaction described herein. 5.19 There is no material Security Interest or other encumbrances on the assets owned by Party C that may affect the Pledgee’s rights and interests in the Equity (including but not limited to the transfer of any intellectual property rights of Party C or any assets with the value of RMB500,000 or above, or any burden of property rights or right to use attached to such assets). 5.20 There are no pending or threatened lawsuit, arbitration or other legal proceedings as known to Party C in any court or arbitral tribunal against the Equity, Party C or its asset, nor are there any pending or threatened administrative proceeding, administrative penalty or other legal proceedings as known to Party C in any government agency or administrative authority against the Equity, Party C or its asset, which will have a material or adverse impact on Party C’s financial situation or the Pledgor/ Party C’s ability to perform its obligations and secure liability hereunder. 5.21 Party C hereby agrees to be jointly and severally liable to the Pledgee for the representations and warranties made by the Pledgor hereunder. 5.22 Party C’s execution of this Agreement and exercise of its rights or performance of its obligations hereunder shall not violate or contravene an law, regulation, judgment of any court, decision of any arbitration authority, decision of any administrative authority, any agreement or contract to which Party C is a party or binding on its assets, or any promise made by Party C to any third party. 5.23 All documents, materials, statements and vouchers provided by Party C to the Pledgee are accurate, true, complete and valid, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Period. 5.24 Except for the Equity pledge registration to be applied to the Registration Authority, any third party’s consent, permission, waiver, authorization or any government agency’s approval, permission, exemption or registration or filing to be applied to any government agency (if required by law) required for the execution and performance of this Agreement and for the effectiveness of the Equity pledge hereunder have been obtained or handled and will remain fully and continuously valid during the term hereof. 5.25 The Pledge hereunder shall constitute the Security Interest in the Equity in the first order. 5.26 Party C hereby warrants to the Pledgee that the above representations and warranties will be true, correct, accurate and complete and will be fully complied with at any time and under any circumstances before the Contractual Obligations are fully performed or the Secured Debt is fully settled.

Representations and Warranties of the Pledgor and Party C. The representations and warranties of the Pledgor represents and warrants to the Pledgee thatare as follows: 5.1 The Pledgor has is a complete and independent legal status natural person with full capacity for civil conduct and capacity under for civil rights, and has the Laws of China, has obtained the appropriate authorization right to signexecute, deliver and perform this Agreement, and can be act as an independent subject of litigation of one partylitigation. 5.2 The Pledgor is the sole legal owner and beneficial owner of the EquityEquity of Party C, and the Pledgor has the full right and power capability to Pledge pledge the Equity to the Pledgee in accordance with the provisions of this Agreement, and also the Pledgor has the right to dispose of the Equity and any part thereof. Except for subject to this Agreement and the separate agreement signed by Transaction Agreements between the Pledgor and the Pledgee, the Pledgor enjoys the it has legal and complete ownership of the Equity. 5.3 The Pledgee shall have the right to dispose of and transfer the Equity as specified hereinin this Agreement. 5.4 Except for the PledgePledge hereunder, the Pledgor does not have create any Security Interest Interests or other encumbrances encumbrance on the Equity, there is no dispute over the ownership of the Equity is not subject to any disputeEquity, there is are no taxes or subscribed contributions, taxes, fees payable but unpaid in connection with the Equity, and the Equity is not subject to any seizure or other legal proceedings or a similar threats threat and may be pledged or transferred in accordance with used for pledge and transfer under the applicable laws..law. 5.5 The Pledgor’s execution of this Agreement by the Pledgor and the exercise of its rights hereunder or the performance of its obligations hereunder shall not violate or contravene the PRC Laws, any lawjudicial decisions, regulation, judgment of any court, decision rulings of any arbitration authorityagency, decision decisions of any administrative authorityagency, any agreement or contract to which the Pledgor is a party or which is binding on its assets, or any promise undertaking made by the Pledgor to any third party. 5.6 All documents, materialsinformation, statements and vouchers documents provided by the Pledgor to the Pledgee are accurate, true, complete and validPledgee, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement hereof and during the Pledge PeriodTerm, are true, accurate, complete and valid. 5.7 After this This Agreement is duly signed by the Pledgor and becomes effective in accordance with the provisions hereof, it shall constitute constitutes a legal, effective valid and binding obligation to the PledgorPledgor after this Agreement is duly executed by the Pledgor and has entered into force in accordance with the terms of this Agreement. 5.8 The Pledgor has the full right and authority within the Pledgor to sign execute and deliver this Agreement and all other documents relating to the transaction described transactions contemplated herein and to be signedwhich it will execute, and full right and authority to complete the transaction described transactions contemplated herein. 5.9 Except for the Equity registration of the creation of an equity pledge registration required to be applied to made with the Registration AuthorityRegistry, any third party’s the consent, permission, waiver, authorization of any third party or any government agency’s the approval, permission, exemption or registration of any governmental registry or filing to be applied to formalities with any government governmental agency (if required by law) as required for the execution and performance hereof of this Agreement and for the effectiveness entry into force of the Equity equity pledge hereunder have been obtained or handled, and will shall remain fully in force and continuously valid during effect for the term hereof. 5.10 The Pledge hereunder shall constitute the under this Agreement constitutes a first ranking Security Interest in on the Equity in the first orderEquity. 5.11 All taxes and fees payable in connection with the acquisition of Equity have been paid in full by the Pledgor. 5.12 There are no pending or or, to the knowledge of the Pledgor, threatened lawsuitactions, arbitration or other legal proceedings or claims as known to the Pledgor in before any court or arbitral tribunal against the Pledgor or its property or Equitytribunal, nor are there and before any pending or threatened administrative proceeding, administrative penalty or other legal proceedings or claims as known to the Pledgor in any government agency governmental authority or administrative authority against the Pledgor or its property assets or Equity, which will have a material or adverse impact effect on the economic conditions of the Pledgor or the Pledgor’s financial situation or ability to perform its obligations and secure security liability hereunderunder this Agreement. 5.13 Unless 5.12 Except as otherwise agreed provided herein, at any time once the Pledgee exercises its rights pursuant to this Agreement, there shall be no interference from any other party. 5.14 The Pledgor hereby agrees to be jointly and severally liable to the Pledgee for the representations and warranties made by Party C hereunder. 5.15 The Pledgor hereby warrants to the Pledgee that the above representations and warranties will be true, correct, accurate and complete and will be fully complied with party at any time and upon the exercise by the Pledgee of the Pledge under any circumstances before the Contractual Obligations are fully performed or the Secured Debt is fully settledthis Agreement. 5.16 5.13 Party C is a limited liability company incorporated and validly legally existing under the Laws laws of China, . It has the status of an independent legal person, can be an independent act independently as the subject of litigation of one party, has formally registered with the competent industrial and commercial administrative department, has passed annual inspection over the years or submitted annual report in accordance with law, has full and independent legal status and legal capacity, and has been duly authorized to sign, deliver and perform this Agreement. 5.17 After this 5.14 This Agreement is duly signed by Party C and becomes effective in accordance with the provisions hereof, it shall constitute constitutes a legal, effective valid and binding obligation to Party C.C after this Agreement is duly executed by Party C and has entered into force in accordance with the terms of this Agreement. 5.18 5.15 Party C has the full right and authority within Party C to sign execute and deliver this Agreement and all other documents relating to the transaction described transactions contemplated herein and to be signedwhich it will execute, and full right and authority to complete the transaction described transactions contemplated herein. 5.19 There 5.16 For assets owned by Party C, there is no material significant Security Interest or other encumbrances on the assets owned by Party C property right burden that may affect the Pledgee’s rights and interests of the Pledgee in the Equity equity (including but not limited to the to, any transfer of any intellectual property rights of Party C or any assets with the value worth more than RMB1 million of RMB500,000 or aboveParty C, or any burden of property rights right or right to of use attached to such assets). 5.20 5.17 There are no pending or or, to the knowledge of Party C, threatened lawsuitactions, arbitration arbitration, administrative proceedings, administrative penalties or other legal proceedings as known to Party C in before any court or arbitral tribunal against the Equitytribunal, Party C or its asset, nor are there and before any pending or threatened administrative proceeding, administrative penalty or other legal proceedings as known to Party C in any government agency governmental authority or administrative authority against the Equity, Party C or its assetassets, which will have a material or adverse impact effect on the economic conditions of Party C’s financial situation C or the Pledgor/ ability of the Pledgor or Party C’s ability C to perform its obligations and secure security liability hereunderunder this Agreement. 5.21 Party C hereby agrees to be jointly and severally liable to the Pledgee for the representations and warranties made by the Pledgor hereunder. 5.22 Party C’s 5.18 The execution of this Agreement by Party C and the exercise of its rights hereunder or the performance of its obligations hereunder shall not violate or contravene an lawthe PRC Laws, regulationany judicial decisions, judgment of any court, decision rulings of any arbitration authorityagency, decision decisions of any administrative authorityagency, any agreement or contract to which Party C is a party or which is binding on its assets, or any promise undertaking made by Party C to any third party. 5.23 5.19 All the documents, materialsinformation, statements and vouchers certificates provided by Party C to for the Pledgee are accurate, true, complete and validPledgee, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement hereof and during the Pledge PeriodTerm, are true, accurate, complete and valid. 5.24 5.20 Except for the Equity registration of the creation of an equity pledge registration required to be applied to made with the Registration AuthorityRegistry, any third party’s the consent, permission, waiver, authorization of any third party or any government agency’s the approval, permission, exemption or registration of any governmental registry or filing to be applied to formalities with any government governmental agency (if required by law) as required for the execution and performance of this Agreement and for the effectiveness entry into force of the Equity equity pledge hereunder have been obtained or handled and will shall remain fully in force and continuously valid during effect for the term hereof. 5.25 5.21 The Pledge hereunder shall constitute the under this Agreement constitutes a first ranking Security Interest in on the Equity in the first orderEquity. 5.26 5.22 Party C hereby warrants to the Pledgee that the above representations and warranties will be true, correct, accurate are true and complete correct at any time before the full performance of the Contractual Obligations or the full settlement of the Secured Indebtedness and will be fully complied with at any time and under any circumstances before the Contractual Obligations are fully performed or the Secured Debt is fully settledwith.

Representations and Warranties of the Pledgor and Party C. ​ The Pledgor represents and warrants to the Pledgee that:: ​ 5.1 The Pledgor has a complete is an entity established and independent legal status and capacity existing under the Laws laws of China, and has obtained the appropriate due authorization to signexecute, deliver and perform this Agreement, and can be an independent may independently act as a subject of litigation of one partylitigation. 5.2 The Pledgor is the sole legal owner and beneficial owner of the EquityEquity of Party C, and thus has the full right rights and power to Pledge pledge the Equity to the Pledgee in accordance with this Agreement, the provisions hereof and also has the right to dispose of the Equity and or any part thereof. Except for Subject to the separate agreement signed by the Pledgor and the Pledgeeprovisions hereof, the Pledgor enjoys the legal and complete ownership of perfect title to the Equity. 5.3 The Pledgee shall have the right to dispose of and or transfer the pledged Equity as specified hereinin accordance with the provisions hereof. 5.4 Except for the PledgePledge Rights hereunder, the Pledgor does has not have created any Security Interest Interests or other encumbrances on the Equity, . There is no dispute over the ownership of the Equity, and no unpaid subscribed capital contributions, taxes, or fees related to the Equity. The Equity is not subject to any dispute, there is no taxes pending or fees payable but unpaid in connection with the Equity, and the Equity is not subject to seizure threatened attachment or other legal proceedings or similar threats procedures, and may can be pledged or transferred used for pledge and transfer in accordance with applicable laws... 5.5 The Pledgor’s execution of this Agreement and exercise of its rights or performance of its obligations hereunder shall will not violate or contravene conflict with any lawChinese Law, regulationany court judgment, judgment of any courtarbitral award, decision of any arbitration authority, decision of any administrative authoritydecision, any agreement or contract to which the Pledgor is a party or binding on by which its assetsassets are bound, or any promise undertaking made by the Pledgor to any third party.. ​ 5.6 All documents, materials, statements and vouchers certificates provided by the Pledgor to the Pledgee Pledgee, whether provided before or after the effectiveness of this Agreement or during the Pledge Period, are true, accurate, true, complete and valid, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Period.. ​ 5.7 After this Agreement is duly signed executed by the Pledgor and becomes effective takes effect in accordance with the provisions hereofits terms, it shall constitute a legal, effective valid and binding obligation to on the Pledgor. 5.8 The Pledgor has the full right corporate rights and authority within the Pledgor power to sign execute and deliver this Agreement and all other documents relating to which it will execute in connection with the transaction described herein and to be signedtransactions contemplated hereunder, and has the full right rights and authority power to complete the transaction described hereintransactions contemplated hereunder. 5.9 Except for the procedures for the registration of Equity pledge registration required to be applied to completed with the Registration Authority, any all consents, permits, waivers and authorizations required to be obtained from third party’s consentparties, permissionall approvals, waiverpermits, authorization or any government agency’s approvalexemptions, permission, exemption or registration or filing procedures required to be applied to any obtained from or completed with government agency (if required by law) required authorities, for the execution and performance hereof of this Agreement and for the effectiveness of the Equity pledge hereunder have been obtained or handled, and completed and will remain fully and continuously valid during the term hereof.of this Agreement. ​ 5.10 The Pledge pledge hereunder shall constitute constitutes the Security Interest Interests in the Equity first in the first order. 5.11 All taxes and fees payable in connection with There is no pending or, to the acquisition knowledge of Equity have been paid in full by the Pledgor. 5.12 There are no pending or threatened , threatened, lawsuit, arbitration legal proceeding or other legal proceedings or claims as known to the Pledgor in any court or arbitral tribunal claim against the Pledgor or its property assets or Equity, nor are there in/to any pending court or threatened administrative proceedingarbitral tribunal, administrative penalty or other legal proceedings or claims as known to the Pledgor in any government agency governmental or administrative authority against the Pledgor or its property or Equityauthority, which will have a material or adverse impact on the Pledgor’s financial situation economic condition of the Pledgor or its ability to perform its obligations and secure security liability hereunder. 5.13 Unless 5.12 Except as otherwise agreed stipulated herein, at any time no party shall interfere once the Pledgee exercises its rights pursuant hereunder. ​ ​ 5.13 Party C is a limited liability company registered and validly existing under the laws of China with independent corporate capacity. It can independently act as a subject of litigation, has full and independent legal status and legal capacity, and is duly authorized to execute, deliver and perform this Agreement. ​ 5.14 After this Agreement is duly executed by Party C and takes effect in accordance with its terms, there it shall be no interference from any constitute a legal, valid and binding obligation on Party C. 5.15 Party C has the full corporate rights and power to execute and deliver this Agreement and all other partydocuments which it will execute in connection with the transactions contemplated hereunder, and has the full rights and power to complete the transactions contemplated hereunder. 5.14 The Pledgor hereby agrees to be jointly 5.16 There is no major Security Interests or other encumbrances over the assets owned by Party C that may affect the rights and severally liable interests of the Pledgee in the Equity (including but not limited to the Pledgee for transfer of any of Party C’s intellectual property or any asset with a value of RMB 1 million or more, or any property rights or use right encumbrances attached thereto). ​ 5.17 There is no pending or, to the representations knowledge of Party C, threatened, litigation, arbitration, administrative proceedings, administrative penalties or other legal proceedings against the Equity, Party C or its assets, in/to any court or arbitral tribunal, or any governmental or administrative authority, which will have a material or adverse impact on the economic condition of Party C or the ability of the Pledgor or Party C to perform their obligations and warranties security liability hereunder. 5.18 Party C’s execution of this Agreement and exercise of its rights or performance of its obligations hereunder will not violate or conflict with any Chinese Law, any court judgment, any arbitral award, any administrative decision, any agreement or contract to which Party C is a party or by which its assets are bound, or any undertaking made by Party C hereunder.to any third party. ​ 5.15 5.19 All documents, materials, statements and certificates provided by Party C to the Pledgee, whether provided before or after the effectiveness of this Agreement or during the Pledge Period, are true, accurate, complete and valid. ​ 5.20 Except for the procedures for the registration of Equity pledge required to be completed with the Registration Authority, all consents, permits, waivers and authorizations required to be obtained from third parties, all approvals, permits, exemptions, registration or filing procedures required to be obtained from or completed with government authorities, for the execution and performance of this Agreement and the effectiveness of the Equity pledge hereunder have been obtained and completed and will remain fully valid during the term of this Agreement. ​ 5.21 The Pledgor pledge hereunder constitutes the Security Interests in the Equity first in order. ​ 5.22 Party C hereby warrants to the Pledgee that the above representations and warranties will be true, correct, accurate are true and complete correct and will be fully complied with at any time and under any circumstances before the Contractual Obligations are fully performed or the Secured Debt is fully settled. 5.16 Party C is a limited liability company incorporated and validly existing under the Laws of China, has the status of an independent legal person, can be an independent subject of litigation of one party, has formally registered with the competent industrial and commercial administrative department, has passed annual inspection over the years or submitted annual report in accordance with law, has full and independent legal status and capacity, and has been duly authorized to sign, deliver and perform this Agreement. 5.17 After this Agreement is duly signed by Party C and becomes effective in accordance with the provisions hereof, it shall constitute a legal, effective and binding obligation to Party C. 5.18 Party C has the full right and authority within Party C to sign and deliver this Agreement and all other documents relating to the transaction described herein and to be signed, and full right and authority to complete the transaction described herein. 5.19 There is no material Security Interest or other encumbrances on the assets owned by Party C that may affect the Pledgee’s rights and interests in the Equity (including but not limited to the transfer of any intellectual property rights of Party C or any assets with the value of RMB500,000 or above, or any burden of property rights or right to use attached to such assets). 5.20 There are no pending or threatened lawsuit, arbitration or other legal proceedings as known to Party C in any court or arbitral tribunal against the Equity, Party C or its asset, nor are there any pending or threatened administrative proceeding, administrative penalty or other legal proceedings as known to Party C in any government agency or administrative authority against the Equity, Party C or its asset, which will have a material or adverse impact on Party C’s financial situation or the Pledgor/ Party C’s ability to perform its obligations and secure liability hereunder. 5.21 Party C hereby agrees to be jointly and severally liable to the Pledgee for the representations and warranties made by the Pledgor hereunder. 5.22 Party C’s execution of this Agreement and exercise of its rights or performance of its obligations hereunder shall not violate or contravene an law, regulation, judgment of any court, decision of any arbitration authority, decision of any administrative authority, any agreement or contract to which Party C is a party or binding on its assets, or any promise made by Party C to any third party. 5.23 All documents, materials, statements and vouchers provided by Party C to the Pledgee are accurate, true, complete and valid, whether provided before the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Period. 5.24 Except for the Equity pledge registration to be applied to the Registration Authority, any third party’s consent, permission, waiver, authorization or any government agency’s approval, permission, exemption or registration or filing to be applied to any government agency (if required by law) required for the execution and performance of this Agreement and for the effectiveness of the Equity pledge hereunder have been obtained or handled and will remain fully and continuously valid during the term hereof. 5.25 The Pledge hereunder shall constitute the Security Interest in the Equity in the first order. 5.26 Party C hereby warrants to the Pledgee that the above representations and warranties will be true, correct, accurate and complete and will be fully complied with at any time and under any circumstances before the Contractual Obligations Debts are fully performed or the Secured Debt is fully settled.discharged. ​

Representations and Warranties of the Pledgor and Party C. The Pledgor represents and warrants to the Pledgee thatas follows: 5.1 The Pledgor has a complete and independent legal status and capacity under PRC Laws. Besides, the Laws of China, Pledgor has obtained the appropriate authorization been legitimately authorized to sign, deliver and perform this Agreement, and can agreement. The Pledgor may be an independent subject of litigation of one partylitigations. 5.2 The Pledgor is the sole legal owner and beneficial owner beneficiary of the Equity, equity. The Pledgor has the full right rights and power to Pledge pledge the Equity equity to the Pledgee in accordance with according to this Agreementagreement, and while the Pledgor shall be also has the right authorized to dispose of the Equity equity and any part thereofof the equity. Except for the separate agreement signed by Unless the Pledgor and the PledgeePledgee additionally enter into an agreement, the Pledgor enjoys shall possess the legal legitimate and complete ownership full title of the Equity.equity, 5.3 The Pledgee shall have the right rights to dispose of and transfer the Equity equity as specified hereinper this agreement. 5.4 Except for the PledgePledgee’s Right, the Pledgor does not have doesn’t set any Security Interest security interest or other encumbrances on the Equityequity. There is no dispute on the equity ownership, outstanding tax or fee on the equity. The ownership of the Equity is not equity isn’t detained or subject to any dispute, there is no taxes or fees payable but unpaid in connection with the Equity, and the Equity is not subject to seizure or restraints of other legal proceedings or similar threats and may can be pledged or and transferred in accordance with according to applicable laws... 5.5 The Pledgor’s execution signing of this Agreement and exercise agreement or exercising of its rights any right hereunder or performance of its obligations hereunder shall will not violate or contravene go against any lawlaws, regulationregulations, judgment of any courtcourt awards, decision of any arbitration authority’s awards, decision of any administrative authorityauthorities’ decisions, any agreement agreements or contract to contracts binding upon the Pledgor’s assets under which the Pledgor is a party or binding on its assetsparty, or any promise made by commitments that the Pledgor makes to any third party. 5.6 All documents, materials, statements and vouchers provided by that the Pledgor offers to the Pledgee are shall be accurate, true, complete and valid, whether provided effective no matter if they are offered before or after this agreement takes effect or within the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Periodpledge term. 5.7 After this Agreement This agreement shall constitute lawful, valid and binding obligations on the Pledgor after it is duly appropriately signed by the Pledgor and becomes effective in accordance with the provisions hereof, it shall constitute a legal, effective and binding obligation to the Pledgor. 5.8 The Pledgor has the full right rights and authority within the Pledgor authorities to sign and deliver this Agreement agreement and all other documents relating to the transaction described herein and on aforementioned transactions hereunder to be signed. In addition, the Pledgor has full rights and full right and authority authorities to complete the transaction described hereinsuch transactions. 5.9 Except for Apart from registering the Equity equity pledge with a registration to be applied to the Registration Authorityauthority, any third party’s consent, permission, waiverwaiver or authorization, authorization or any government agencyorganization’s approval, permissionpermission or exemption, exemption or registration or filing to be applied to formalities handled with any government agency (if required by law) required agency, which are necessary for signing and performing this contract and making the execution and performance hereof and for the effectiveness of the Equity equity pledge hereunder effective hereunder, have been obtained or handled, and will remain keep fully and continuously valid during effective within the term hereofof this agreement. 5.10 The Pledge pledge hereunder shall constitute constitutes the Security Interest first security interests in the Equity in the first orderequity under this contract. 5.11 All taxes and fees payable in connection with for obtaining the acquisition of Equity equity have been fully paid in full by the Pledgor. 5.12 There are no pending or threatened lawsuitThe Pledgor, arbitration or other legal proceedings or claims as known to the Pledgor in any court or arbitral tribunal against the Pledgor or its property or Equityequity is not subject to any outstanding lawsuits, nor are there any pending or threatened administrative proceeding, administrative penalty or other legal proceedings or claims as requests or those that are known to by the Pledgor in to be threatening from any court or arbitration tribunal. Besides, The Pledgor, or its property or equity is not subject to any of such lawsuits, legal proceedings or requests from any government agency or administrative authority against the Pledgor or its property or Equity, which will have a authority. There is no material or adverse impact on impacts imposed upon the Pledgor’s financial situation economic conditions or ability abilities to perform its fulfill obligations and secure liability perform the guarantee responsibilities hereunder. 5.13 Unless otherwise agreed hereinspecified hereunder, at any time once the Pledgee exercises shall not be hindered from exercising its rights pursuant to this Agreement, there shall be no interference from any other partyas Pledgee hereunder anywhere and anytime. 5.14 The Hereby, the Pledgor hereby agrees to be jointly and severally liable to the Pledgee assume joint liability for the representations all Party C’s statements and warranties made by Party C hereunderunder this agreement. 5.15 The Pledgor hereby warrants undertakes to the Pledgee that the above representations all these statements and warranties will shall be true, correct, accurate and accurate, complete and will be fully complied with at any time and obeyed anytime under any all circumstances before the Contractual Obligations all contractual obligations are fulfilled or guaranteed debts are fully performed or the Secured Debt is fully settledrepaid. 5.16 Party C is a limited liability company lawfully incorporated and validly existing under the Laws of China, has the status of an PRC laws. Being qualified as independent legal personentity, can be an it may act as independent subject of litigation of one party, has formally litigation. Formally registered with the a competent industrial administration for industry and commercial administrative departmentcommerce, Party C has passed all previous annual inspection over reports or lawfully submitted the years or submitted annual report in accordance with law, has full reports. With complete and independent legal status and capacitystanding, and Party C has been duly appropriately authorized to sign, deliver and perform this Agreementagreement. 5.17 After this Agreement This contract shall constitute legitimate, effective and binding obligations upon Party C after it is duly appropriately signed by Party C and becomes effective in accordance with the provisions hereof, it shall constitute a legal, effective and binding obligation to Party C.takes effect. 5.18 Party C has owns the full right power and authority within Party C authorities to sign and deliver this Agreement agreement and all other documents relating related to transactions hereunder. Party C also owns the transaction described herein full power and to be signed, and full right and authority authorities to complete the transaction described hereinsuch transactions. 5.19 There is no material Security Interest security interest or other encumbrances on the assets owned by Party C that may encumbrance which might affect the Pledgee’s rights and Rights or interests in the Equity (equity, including but not limited to the transfer of any of Party C’s intellectual property rights of Party C or any assets with the value of RMB500,000 or abovea worth no less than RMB500,000, or any burden of encumbrance in property or rights or right to use attached to such assets). 5.20 There The equity, or Party C or its assets are no pending or threatened lawsuitnot subject to any outstanding lawsuits, arbitration arbitrations or other legal proceedings as or those known to be threatening by Party C in from any court or arbitral tribunal against arbitration tribunal. Besides, the EquityPledgor, Party C or its assetproperty or equity is not subject to any of such lawsuits, nor are there any pending arbitrations or threatened administrative proceeding, administrative penalty or other legal proceedings as known to Party C in from any government agency or administrative authority against the Equity, Party C or its asset, which will have a authority. There is no material or adverse impact on impacts imposed upon Party C’s financial situation economic conditions or the Pledgor/ Pledgor’s or Party C’s ability abilities to perform its the obligations and secure liability guarantee responsibilities hereunder. 5.21 Hereby, Party C hereby agrees to be jointly and severally liable to the Pledgee assume joint liability for the Pledgor’s representations and warranties made by the Pledgor hereunderunder this agreement. 5.22 Party C’s execution signing of this Agreement contract and exercise exercising of its rights hereunder or performance fulfillment of its obligations hereunder shall under this agreement will not violate or contravene an lawconflict with any laws, regulationrules, judgment of any courtcourt judgments, decision of any arbitration authority’s awards, decision of any administrative authority’s decisions, any agreement or contract to under which Party C is bound as a party or binding on its assetsassets are bound, or any promise made by commitment that Party C makes to any third party. 5.23 All documents, materials, statements and vouchers provided by proofs that Party C offers to the Pledgee are shall be accurate, true, complete and valid, valid no matter whether they are provided before or after this agreement takes effects within the entry into force of this Agreement or provided after the entry into force of this Agreement and during the Pledge Periodpledge term. 5.24 Except for Apart from registering the Equity equity pledge with a registration to be applied to the Registration Authorityauthority, any third party’s consent, permission, waiverwaiver or authorization, authorization or any government agencyorganization’s approval, permissionpermission or exemption, exemption or registration or filing to be applied to formalities handled with any government agency (if required by law) required agency, which are necessary for signing and performing this contract and making the execution and performance of this Agreement and for the effectiveness of the Equity equity pledge hereunder effective hereunder, have been obtained or handled handled, and will remain fully and continuously valid during continue to be effective within the term hereofof this agreement. 5.25 The Pledge pledge hereunder shall constitute constitutes the Security Interest first lien secured interests in the Equity in the first orderequity under this contract. 5.26 Party C hereby warrants undertakes to the Pledgee that all the above representations and warranties will shall be true, correct, accurate true and complete and will be fully complied with correct under any circumstance at any time and under any circumstances before the Contractual Obligations all contractual obligations are performed or guaranteed debts are fully performed or the Secured Debt is fully settledrepaid, and Party C will completely abide by such representations and warranties.