Common use of Statements and Undertakings Clause in Contracts

Statements and Undertakings. 5.1 The Existing Shareholders hereby severally make the following statements and undertakings: 5.1.1 The Existing Shareholders are PRC citizens; they have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.1.2 The Existing Shareholders have full power and authority to enter into, deliver and perform this Agreement and all other documents to be signed by them relating to the transactions described in this Agreement, and have full power and authority to complete the transactions described herein. 5.1.3 This Agreement is legally and properly signed and delivered by the Existing Shareholders. This Agreement is legally binding on them and is enforceable against them. 5.1.4 The Existing Shareholders are the registered legal owners of the option equity when this Agreement comes into effect. Except for the pledge set out in the Equity Pledge Agreement signed on 18 July 2018 and the Trusted Rights set out in the Shareholder Voting Right Trust Agreement signed on 18 July 2018 by the Existing Shareholders, the WFOE and the Company, no liens, pledges, claims and other security interests and third-party rights are set on the option equity. According to this Agreement, the WFOE and/or other entities or individuals designated by it may, after exercise, obtain the favorable ownership of the assigned equity without liens, pledges, claims and other security interests or third-party rights. 5.2 The Company hereby makes the following statements and undertakings: 5.2.1 The Company is a limited liability company duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.2.2 The Company has full power and authority within the company to enter into, deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, and it has full power and authority to complete the transactions described herein. 5.2.3 This Agreement is legally and properly signed and delivered by the Company. This Agreement is legally binding on it and is enforceable against it. 5.3 The WFOE makes the following statements and undertakings: 5.3.1 The WFOE is a limited liability company (wholly owned by a legal person) duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.3.2 The WFOE has full power and authority within the company to enter into, deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, and it has full power and authority to complete the transactions described herein. 5.3.3 This Agreement is legally and properly signed and delivered by the WFOE. This Agreement is legally binding on it and is enforceable against it.

Statements and Undertakings. 5.1 The Existing Shareholders hereby severally make the following statements and undertakings: 5.1.1 The Existing Shareholders are He/she is a PRC citizens; they have citizen, who has complete and independent legal status and legal capacity and has been duly authorized to sign, deliver and perform this Agreement Agreement, and may independently serve as a party of litigation. 5.1.2 The Existing Shareholders have He/she has full power and authority to enter into, into and deliver and perform this Agreement and all other documents to be signed by them him/her relating to the transactions described in this Agreement, and have has full power and authority to complete the transactions described herein. 5.1.3 . This Agreement is legally and properly signed and delivered by the Existing Shareholdershim/her. This Agreement is legally binding on them him/her and is enforceable against themhim/her. 5.1.4 The Existing Shareholders are 5.1.3 He/she is the registered legal owners lawful shareholder of the option equity Company when this Agreement comes into effect. Except , and none of his/her Trusted Rights is subject to any third-party right, except for the pledge rights set out in under this Agreement and the Equity Pledge Agreement signed on 18 July 2018 and Exclusive Purchase Option Agreement entered into by and between him/her and the Trusted Rights set out in the Shareholder Voting Right Trust Agreement signed on 18 July 2018 by the Existing Shareholders, the WFOE and the Company, no liens, pledges, claims and other security interests and third-party rights are set on the option equityWFOE. According to this Agreement, the WFOE and/or other entities or individuals designated by it may, after exercise, obtain may fully exercise the favorable ownership Trusted Rights in accordance with the articles of association of the assigned equity without liens, pledges, claims and other security interests or third-party rightsCompany in effect at that time. 5.2 The WFOE and the Company hereby makes severally make the following statements and undertakings: 5.2.1 The Company It is a limited liability company duly registered and validly subsisting under PRC the laws of the place of registration as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.2.2 The Company It has full internal corporate power and authority within the company authorization to enter into, execute and deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, specified herein and it to be executed by it. It has the full power and authority authorization to complete the transactions described specified herein. 5.2.3 This Agreement is legally and properly signed and delivered by the Company. This Agreement is legally binding on it and is enforceable against it. 5.3 The WFOE makes Company further states and undertakes as follows: The Existing Shareholders are registered shareholders of the following statements and undertakings: 5.3.1 The WFOE is a limited liability company (wholly owned by a legal person) duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform Company when this Agreement comes into effect, and may independently serve as a legally hold the equity of the Company. None of their Trusted Rights is subject to any third-party of litigation. 5.3.2 The WFOE has full power and authority within right, except for the company to enter into, deliver and perform this rights set under the Equity Pledge Agreement and all other documents to be signed by it relating to the transactions Exclusive Purchase Option Agreement as described in Article 5.1.3 of this Agreement. According to this Agreement, and it has full power and authority to complete the transactions described hereinProxy may fully exercise the Trusted Rights in accordance with the articles of association of the Company in effect at that time. 5.3.3 This Agreement is legally and properly signed and delivered by the WFOE. This Agreement is legally binding on it and is enforceable against it.

Statements and Undertakings. 5.1 The Existing Nature Person Shareholders hereby severally make the following statements and undertakings: 5.1.1 The Existing Shareholders undertakings that they are PRC citizens; they have complete and independent legal status and legal capacity and have been granted appropriate authorization to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.1.2 The Existing Shareholders have full power and authority to enter into, deliver and perform this Agreement and all other documents to be signed by them relating to the transactions described in this Agreement, and have full power and authority to complete the transactions described herein. 5.1.3 This Agreement is legally and properly signed and delivered by the Existing Shareholders. This Agreement is legally binding on them and is enforceable against them. 5.1.4 The Existing Shareholders are the registered legal owners of the option equity when this Agreement comes into effect. Except for the pledge set out in the Equity Pledge Agreement signed on 18 July 2018 and the Trusted Rights set out in the Shareholder Voting Right Trust Agreement signed on 18 July 2018 by the Existing Shareholders, the WFOE and the Company, no liens, pledges, claims and other security interests and third-party rights are set on the option equity. According to this Agreement, the WFOE and/or other entities or individuals designated by it may, after exercise, obtain the favorable ownership of the assigned equity without liens, pledges, claims and other security interests or third-party rights. 5.2 The Company hereby Legal Person Shareholders makes the following statements and undertakings: 5.2.1 The Company undertakings that it is a limited liability company duly registered and validly subsisting under PRC the laws of the place of registration as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.2.2 5.3 The Company Existing Shareholders hereby jointly make the following statements and undertakings: 5.3.1 He/she has full power and authority within the company to enter into, into and deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this AgreementAgreement and to be signed by him/her, and it has full power and authority to complete the transactions described herein. 5.2.3 . This Agreement is legally and properly signed and delivered by the Companyhim/her. This Agreement is legally binding on it him/her and is may be enforceable against ithim/her under the terms of this Agreement. 5.3 5.3.2 He/she is the registered lawful shareholder of the Company when this Agreement comes into effect, and none of his/her Trusted Rights is subject to any third-party right, except for the rights set under this Agreement and the Equity Pledge Agreement and Exclusive Purchase Option Agreement entered into by and between him/her and the WFOE. According to this Agreement, the WFOE may completely and fully exercise the Trusted Rights in accordance with the Articles of Association of the Company in effect at that time. 5.4 The WFOE makes and the Company hereby severally make the following statements and undertakings: 5.3.1 The WFOE 5.4.1 It is a limited liability company (wholly owned by a legal person) duly registered and validly subsisting under PRC the laws of the place of registration as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.3.2 The WFOE 5.4.2 It has full internal corporate power and authority within the company authorization to enter into, into and deliver and perform this Agreement and all other documents relating to the transactions specified herein and to be signed by it relating to it. It has the transactions described in this Agreement, and it has full power and authority authorization to complete the transactions described specified herein. 5.3.3 This 5.5 The Company further makes the following statements and undertakings: The Existing Shareholders are registered shareholders of the Company when this Agreement comes into effect, and legally hold the equity of the Company. None of their Trusted Rights is legally subject to any third-party right, except for the rights set under the Equity Pledge Agreement and properly signed Exclusive Option Agreement as described in Article 5.3.2 of this Agreement. According to this Agreement, the Trustee may completely and delivered by fully exercise the WFOE. This Agreement is legally binding on it and is enforceable against itTrusted Rights in accordance with the Articles of Association of the Company in effect at that time.

Statements and Undertakings. 5.1 The Existing Shareholders Individual Shareholder hereby severally make the following statements states and undertakings: 5.1.1 The Existing Shareholders are undertakes that she is a PRC citizenscitizen; they have she has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.1.2 5.2 The Corporate Shareholder hereby states and undertakes that it is a limited liability company duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.3 The Existing Shareholders hereby make the following statements and undertakings jointly: 5.3.1 The Existing Shareholders have full power and authority to enter into, deliver and perform this Agreement and all other documents to be signed by them relating to the transactions described in this Agreement, and have full power and authority to complete the transactions described herein. 5.1.3 5.3.2 This Agreement is legally and properly signed and delivered by the Existing Shareholders. This Agreement is legally binding on them and is enforceable against them. 5.1.4 5.3.3 The Existing Shareholders are the registered legal owners of the option equity when this Agreement comes into effect. Except for the pledge set out in the Equity Pledge Agreement signed on 18 July 2018 20 June 2014 and the Trusted Rights set out in the Shareholder Voting Right Trust Agreement signed on 18 July 2018 20 June 2014 by the Existing Shareholders, the WFOE and the Company, no liens, pledges, claims and other security interests and third-party rights are set on the option equity. According to this Agreement, the WFOE and/or other entities or individuals designated by it may, after exercise, obtain the favorable ownership of the assigned equity without liens, pledges, claims and other security interests or third-party rights. 5.2 5.4 The Company hereby makes the following statements and undertakings: 5.2.1 5.4.1 The Company is a limited liability company duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.2.2 5.4.2 The Company has full power and authority within the company to enter into, deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, and it has full power and authority to complete the transactions described herein. 5.2.3 5.4.3 This Agreement is legally and properly signed and delivered by the Company. This Agreement is legally binding on it and is enforceable against it. 5.3 5.5 The WFOE makes the following statements and undertakings: 5.3.1 5.5.1 The WFOE is a limited liability company (wholly owned by a legal person) duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.3.2 5.5.2 The WFOE has full power and authority within the company to enter into, deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, and it has full power and authority to complete the transactions described herein. 5.3.3 5.5.3 This Agreement is legally and properly signed and delivered by the WFOE. This Agreement is legally binding on it and is enforceable against it.