Common use of VIE Agreements and Corporate Structure Clause in Contracts

VIE Agreements and Corporate Structure. a) The description of the corporate structure of the Company and each of the agreements under the caption “Corporate History and Structure” in the Registration Statement, the Disclosure Package and the Prospectus by and among the Company’s Subsidiaries, the VIE, and the shareholders of such VIE, as the case may be (each a “VIE Agreement” and collectively, the “VIE Agreements”), is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading, and there is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. b) Each party to any VIE Agreement has the power and authority to enter into and perform its obligations under such agreements and has taken all necessary corporate actions to authorize the execution, delivery and performance of, and has authorized, executed and delivered each such agreement. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms; no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except for the exercise of the call options, the filing and foreclosure of the pledge and those others explicitly set forth in the VIE Agreements as being subject to consent, approval, authorization, or order of, or filing or registration with, any person; and no consent, approval, authorization, order, filing or registration required for the performance of the obligations under any VIE Agreement that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The corporate structure of the Company complies with all applicable laws and regulations of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, and neither the corporate structure nor the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and the VIE or the shareholders of the VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. c) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company, any of its Subsidiaries or the VIE pursuant to (i) the constitutional or organizational documents of the Company, any of its Subsidiaries or the VIE, (ii) any statute, rule, regulation, or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any of its Subsidiaries or the VIE or any of their properties, or any arbitration award, or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, any of its Subsidiaries or the VIE is a party or by which the Company, any of its Subsidiaries or the VIE is bound or to which any of the properties of the Company, any of its Subsidiaries or the VIE is subject, except, in the case of the foregoing clause (iii), for such breach, violation or default as would not, individually or in the aggregate, have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto. d) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIE through its rights to authorize the shareholders of the VIE to exercise their respective voting rights pursuant to the VIE Agreements. (ggg) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, a holder of the Shares or ADSs and each underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.

VIE Agreements and Corporate Structure. a(A) The description of the corporate structure of the Company and each of the agreements under the caption “Corporate History and Structure” in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus by and among the Company’s Subsidiariessubsidiaries, the VIEVIEs, and the shareholders of such VIEVIEs, as the case may be (each a “VIE Agreement” and collectively, the “VIE Agreements”), is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading, and there is no other material agreement, contract or other document agreement relating to the corporate structure or the operation of the Company together with its Subsidiaries and the VIE Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus. b(B) Each party to any VIE Agreement has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate actions action to authorize the execution, delivery and performance of, and has authorized, executed and delivered each such agreement. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms; no . No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except for the exercise of the call options, the filing and foreclosure of the pledge and those others explicitly set forth in the VIE Agreements as being subject to consent, approval, authorization, or order of, or filing or registration with, any person; and no consent, approval, authorization, order, filing or registration required for the performance of the obligations under any VIE Agreement that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the corporate structure of the Company complies comply with all applicable laws and regulations of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the ProspectusPRC, and neither the corporate structure nor the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the ProspectusPRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and the VIE VIEs or the shareholders of the VIE VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction.; c(C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company, Company or any of its Subsidiaries or the VIE Controlled Entities pursuant to (i) the constitutional or organizational documents of the Company, Company or any of its Subsidiaries or the VIEControlled Entities, (ii) any statute, rule, regulation, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or any of its Subsidiaries or the VIE Controlled Entities or any of their properties, or any arbitration award, or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is a party or by which the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is bound or to which any of the properties of the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is subject, except, in the case of the foregoing clause (iii), except for such breach, violation or default as which would not, individually or in the aggregate, have result in a Material Adverse Effect. Each Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto. d(D) The Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIE VIEs through its rights to authorize the shareholders of the VIE VIEs to exercise their respective voting rights pursuant to the VIE Agreements. (ggg) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, a holder of the Shares or ADSs and each underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdictionrights.

VIE Agreements and Corporate Structure. a(A) The description of the corporate structure of the Company and each of the agreements under the caption “Corporate History and Structure” in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus by and among the Company’s Subsidiariessubsidiaries, the VIE, and the shareholders of such VIE, as the case may be (each a “VIE Agreement” and collectively, the “VIE Agreements”), is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading, and there is no other all material agreement, contract or other document agreements relating to the Company’s corporate structure or the operation of the Company together with its Subsidiaries and the VIE taken as a whole, which has not have been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectusso disclosed. b(B) Each party to any VIE Agreement has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate actions action to authorize the execution, delivery and performance of, and has authorized, executed and delivered each such agreement. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable against the parties thereto in accordance with its terms; no . No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except for the exercise of the call share options, the filing and foreclosure of the pledge and those others explicitly set forth in the VIE Agreements as being subject to consent, approval, authorization, or order of, or filing or registration with, any person; and no consent, approval, authorization, order, filing or registration required for the performance of the obligations under any VIE Agreement that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the corporate structure of the Company complies with all applicable laws and regulations of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the ProspectusPRC, and neither the corporate structure nor the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC currently in effect PRC, except as disclosed in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and subsidiaries or the VIE or the shareholders of the VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction.; c(C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company, Company or any of its Subsidiaries or the VIE Controlled Entities pursuant to (i) the constitutional or organizational documents of the Company, Company or any of its Subsidiaries or the VIEControlled Entities, (ii) any statute, rule, regulation, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or any of its Subsidiaries or the VIE Controlled Entities or any of their properties, or any arbitration award, or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is a party or by which the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is bound or to which any of the properties of the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is subject, except, in the case of the foregoing clause (iii), except for such breach, violation or default as which would not, individually or in the aggregate, have result in a Material Adverse EffectEffect and except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto. d(D) The Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIE through its rights to authorize the shareholders of the VIE to exercise their respective voting rights pursuant to the VIE Agreements. (ggg) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, a holder of the Shares or ADSs and each underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.rights;

VIE Agreements and Corporate Structure. a(i) The description of the corporate structure of the Company and each of the agreements under the caption “Corporate History and Structure” in the Registration Statement, the Disclosure Package and the Prospectus by and contracts among the Company’s Subsidiaries, the VIEshareholders, the sponsors of the Affiliated Entities and the shareholders of such VIEAffiliated Entities, as the case may be (each a “VIE Agreement” and collectively, collectively the “VIE Agreements”), as set forth in the Time of Sale Prospectus and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” and incorporated by reference to Exhibits 10.3 through 10.8 of the Company’s Registration Statement on Form F-1 (file No. 333-217359) filed with the Securities and Exchange Commission on April 18, 2017, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading, and there . There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the VIE Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus. b(ii) Each party to any VIE Agreement has the power and authority to enter into and perform its obligations under such agreements and has taken all necessary corporate actions to authorize the execution, delivery and performance of, and has been duly authorized, executed and delivered each such agreement. Except as disclosed in by the Registration Statement, the Disclosure Package parties thereto and the Prospectus, each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms; no , subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except for other than those as described in the exercise of the call optionsRegistration Statement, the filing Time of Sale Prospectus and foreclosure of the pledge and those others explicitly set forth in the VIE Agreements as being subject to consent, approval, authorization, or order of, or filing or registration with, any personProspectus; and no consent, approval, authorization, order, filing or registration required for the performance of the obligations under any VIE Agreement that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The Except as described in the Time of Sale Prospectus and the Prospectus, the corporate structure of the Company complies with all applicable laws and regulations of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the ProspectusPRC, and neither the corporate structure nor the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the ProspectusPRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and the VIE Affiliated Entities or the shareholders or sponsors of the VIE Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. c(iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or, or constitute a default under, or or, except as described in the Time of Sale Prospectus and the Prospectus, result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company, Company or any of its the Subsidiaries or the VIE and Affiliated Entities pursuant to (iA) the constitutional constitutive or organizational documents of the Company, Company or any of its the Subsidiaries or the VIEand Affiliated Entities, (iiB) any statute, rule, regulation, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or any of its the Subsidiaries or the VIE and Affiliated Entities or any of their properties, or any arbitration award, or (iiiC) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company, Company or any of its the Subsidiaries or the VIE and Affiliated Entities is a party or by which the Company, Company or any of its the Subsidiaries or the VIE and Affiliated Entities is bound or to which any of the properties of the Company, Company or any of its the Subsidiaries or the VIE and Affiliated Entities is subject, except, in the case of the foregoing clause (iii), for such breach, violation or default as would not, individually or in the aggregate, have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto. d(iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIE Affiliated Entities, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIE Affiliated Entities to exercise their respective voting rights pursuant to the VIE Agreements. (ggg) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, a holder of the Shares or ADSs and each underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdictionrights.

VIE Agreements and Corporate Structure. a(A) The description of the corporate structure of the Company and each of the agreements under the caption “Corporate History and Structure” in the Registration Statement, the Pricing Disclosure Package and the Prospectus by and among the Company’s Subsidiaries, the VIEConsolidated Affiliated Entities, and the shareholders of such VIEConsolidated Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively, the “VIE Agreements”), is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading, and there is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the VIE Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. b(B) Each party to any VIE Agreement has the power and authority to enter into and perform its obligations under such agreements and has taken all necessary corporate actions to authorize the execution, delivery and performance of, and has authorized, executed and delivered each such agreement. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms; no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except for the exercise of the call options, the filing and foreclosure of the pledge and those others explicitly set forth in the VIE Agreements as being subject to consent, approval, authorization, or order of, or filing or registration with, any person; and no consent, approval, authorization, order, filing or registration required for the performance of the obligations under any VIE Agreement that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The corporate structure of the Company complies with all applicable laws and regulations of the PRC currently in effect except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and neither the corporate structure nor the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC currently in effect except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and the VIE Consolidated Affiliated Entities or the shareholders of the VIE Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. c(C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company, Company or any of its Subsidiaries or the VIE Consolidated Affiliated Entities pursuant to (i) the constitutional or organizational documents of the Company, Company or any of its Subsidiaries or the VIEConsolidated Affiliated Entities, (ii) any statute, rule, regulation, or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or any of its Subsidiaries or the VIE Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, Company or any of its Subsidiaries or the VIE Consolidated Affiliated Entities is a party or by which the Company, Company or any of its Subsidiaries or the VIE Consolidated Affiliated Entities is bound or to which any of the properties of the Company, Company or any of its Subsidiaries or the VIE Consolidated Affiliated Entities is subject, except, in the case of the foregoing clause (iii), for such breach, violation or default as would not, individually or in the aggregate, have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto. d(D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIE Consolidated Affiliated Entities through its rights to authorize the shareholders of the VIE Consolidated Affiliated Entities to exercise their respective voting rights pursuant to the VIE Agreements. (ggg) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, a holder of the Shares or ADSs and each underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.

VIE Agreements and Corporate Structure. a(A) The description of the corporate structure of the Company and each of the agreements under the caption “Corporate History and Structure” in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus by and among the Company’s Subsidiariessubsidiaries, the VIE, and the shareholders of such VIE, as the case may be (each a “VIE Agreement” and collectively, the “VIE Agreements”), is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading, and there is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and the VIE Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus.; b(B) Each party to any VIE Agreement has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate actions action to authorize the execution, delivery and performance of, and has authorized, executed and delivered each such agreement. Except as disclosed in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus, each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms; no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except for the exercise of the call options, the filing and foreclosure of the pledge and those others explicitly set forth in the VIE Agreements as being subject to consent, approval, authorization, or order of, or filing or registration with, any person; and no consent, approval, authorization, order, filing or registration required for the performance of the obligations under any VIE Agreement that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The corporate structure of the Company complies with all applicable laws and regulations of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus, and neither the corporate structure nor the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC currently in effect except as disclosed in the Registration Statement, the Disclosure Package and the ProspectusPRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and the VIE or the shareholders of the VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the knowledge of the Company, and no such proceeding, inquiry or investigation is threatened in any jurisdiction.jurisdiction to the Company’s knowledge; c(C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company, Company or any of its Subsidiaries or the VIE Controlled Entities pursuant to (i) the constitutional or organizational documents of the Company, Company or any of its Subsidiaries or the VIEControlled Entities, (ii) any statute, rule, regulation, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or any of its Subsidiaries or the VIE Controlled Entities or any of their properties, or any arbitration award, or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is a party or by which the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is bound or to which any of the properties of the Company, Company or any of its Subsidiaries or the VIE Controlled Entities is subject, except, in the case of the foregoing clause (iii), for such breach, violation or default as would not, individually or in the aggregate, have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company’s knowledge, no such termination or non-renewal has been threatened by any of the parties thereto.; and d(D) The the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIE through its rights to authorize the shareholders of the VIE to exercise their respective voting rights pursuant to the VIE Agreements. (ggg) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, a holder of the Shares or ADSs and each underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Shares and ADSs and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.VIE;