Subsidiaries; Group Structure. (a) Except for (i) the HK Company, one hundred percent (100%) of the equity interest of which are owned by the Company, (ii) the WFOE, one hundred percent (100%) of the equity interest of which are owned by the HK Company, and (iii) the Domestic Company, one hundred percent (100%) of the equity interest of which are owned by its current shareholders, none of the Group Companies presently owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. None of the PRC Companies has any subsidiaries, and neither own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, nor maintains any offices or branches or subsidiaries.
(b) Each of the PRC Companies shall possess all requisite approvals, permits and licenses for the conduct of the Principal Business as currently conducted and proposed to be conducted and for the ownership and operation of its assets and property under the applicable PRC law.
Subsidiaries; Group Structure. (a) Except for (i) the HK Co., one hundred percent (100%) of the equity interests of which are owned by the Company, (ii) the WFOE, one hundred percent (100%) of the equity interests of which are owned by the HK Co., and (iii) Domestic Co., eighty six point eighty four percent (86.84%) of the equity interests of which are owned directly by the Founders, none of the Group Companies presently owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity or maintains any offices or branches or subsidiaries.
(b) Each of the PRC Companies shall possess all requisite approvals, permits and licenses for the conduct of the Business as currently conducted and proposed to be conducted and for the ownership and operation of its assets and property.
(c) Except for the Group Companies and the BVI Companies, and except as set forth in Section 3.02 of the Disclosure Schedule, the Founders do not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity which engages in business related to design, manufacturing, research and development of electric scooters or electric vehicles.
Subsidiaries; Group Structure. (a) Except for the HK Subsidiary and WFOE, 100% of the equity interest of which is owned by the Company directly/indirectly, the Company does not presently own or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity which is still in operation in the PRC and other jurisdictions. The Domestic Company does not have any subsidiary or own or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, nor maintains any offices or branches or subsidiaries. The information relating to each Group Company as set out in Schedule III is true and accurate in all respects and there is no information the omission of which might make such information misleading or inaccurate in any respect.
(b) Except as described in the Disclosure Schedule, as of the Closing, each of the Domestic Company and the WFOE shall possess all requisite Permits for the conduct of the Business as currently conducted or the business as set forth in the business scope of such entity and for the ownership and operation of its assets and property.
Subsidiaries; Group Structure. Except for the Subsidiaries, 100% of the equity interest of which is, directly or indirectly, owned by the Company, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. The PRC Subsidiaries do not have any subsidiaries, do not own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity.
Subsidiaries; Group Structure. (a) The Company legally owns any and all of the outstanding Equity Securities in the HK Subsidiary. Except as disclosed in Section 4.3 of the Disclosure Schedule, The Company does not have any Subsidiary, or hold or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, or maintain any offices or branches.
(b) The HK Subsidiary legally owns any and all of the outstanding Equity Securities in the WFOEs. Except as disclosed in Section 4.3 of the Disclosure Schedule, the HK Subsidiary does not have any Subsidiary, or hold or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, or maintain any offices or branches.
(c) Except as disclosed in Section 4.3 of the Disclosure Schedule, the WFOEs do not have any Subsidiary, or hold or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, or maintain any offices or branches.
(d) All equity interests in Domestic Company I and Domestic Company II have been duly pledged to WFOE I in accordance with PRC Laws, and such equity pledges have been registered with the competent Governmental Authorities.
(e) Except as disclosed in Section 4.3 of the Disclosure Schedule, the Domestic Companies do not have any Subsidiary, or hold or Control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, or maintain any offices or branches.
Subsidiaries; Group Structure. (a) Section 2.3(a) of the Disclosure Schedule sets forth the each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary, as of the date hereof and immediately following the Initial Closing.
(b) The Company has provided (or caused to be provided) to Delta a copy of the registration documents issued by the relevant PRC administration for industry and commerce regarding (i) the transfer of all equity interests held by Rothschild in ECMOHO Shanghai to Lingzhi, and (ii) the transfer of all equity interests held by Lingzhi in ECMOHO Shanghai to ECMOHO Industrial.
(c) Except as set forth in Section 2.3(c) of the Disclosure Schedule or would not reasonably be likely to have a Material Adverse Effect, the equity transfer transactions registered with the relevant PRC administration for industry and commerce for each Group Company have complied with the applicable PRC laws and regulations.
Subsidiaries; Group Structure. (a) Except for the WFOE, 100% of the equity interest of which is owned by the Company, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. The WFOE does not have any subsidiaries, does not own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity and does not maintain any offices or branches or subsidiaries except for its offices in Lhasa, Tibet, Xinqiao, Jiangsu, PRC.
(b) Prior to the Initial Closing, the Company and the WFOE shall have taken all necessary actions and executed and delivered (or otherwise received) all necessary approval documents, permits and licenses (together, the “Restructuring Documents”), to properly and legally complete the reorganization of the Group Companies in a manner satisfactory to the Investors, so as to provide that the WFOE is a wholly-owned subsidiary of the Company (the “Restructuring”).
(c) Except as set forth in Schedule 3.3(c) of the Disclosure Schedule, the PRC Companies shall possess all requisite approvals, permits and licenses for the conduct of the principal business as currently conducted and proposed to be conducted by the PRC Companies and for the ownership and operation of its assets and property in the PRC.
(d) The PRC Companies shall possess all requisite approvals, permits and licenses for the conduct of the principal business as currently conducted and proposed to be conducted by the PRC Companies and for the ownership and operation of its assets and property in the PRC.
Subsidiaries; Group Structure. (a) Section 3.3(a) of the Disclosure Schedule accurately sets out the shareholding structures of each Group Company. None of the Group Companies presently owns or controls, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity and none of the PRC Companies maintains any offices or branches or Subsidiaries. For the purposes of this Agreement a “Subsidiary” of a subject Person means any other Person in which the subject Person directly or indirectly holds 50% or more of the ownership interests or voting power represented by the equity securities of such Person and any Person in respect of which the subject Person directly or indirectly has the power to appoint a majority of the board of directors or similar governing body of such Person.
Subsidiaries; Group Structure. (a) One hundred percent (100%) of the equity interests of the PRC Subsidiaries are owned directly or indirectly by the Company, and the equity interests of the PRC Affiliates are held ninety-nine percent (99%) and one percent (1%), respectively, directly by the Founder and Sun Jiaming (孙加明, with the PRC identity number of 000000000000000000). Apart from the entities listed in Exhibit A, the Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity which is still in operation. The information relating to each Group Company as set out in Exhibit A is true and accurate in all respects and there is no information the omission of which might make such information misleading or inaccurate in any respect.
(b) There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the equity interest of any of the PRC Subsidiaries and PRC Affiliates, Xxx Smart or Fortune Rising.
Subsidiaries; Group Structure. Except as specified in Section 2 of Exhibit C, and subject to Section 3 of the Disclosure Schedule, no Group Company has any Subsidiary or presently own or Control, directly or indirectly, any interest in any other Person. The Group Companies do not maintain any offices or branches or Subsidiaries except for the offices disclosed in the Disclosure Schedule.
