WFOE. The Company shall not cause or permit any WFOE to engage in or be involved in any merger, consolidation, liquidation, sale, exchange or other disposition of all or substantially all of its assets, or other reorganization, recapitalization or equity structure change, if such transaction would result in the recognition of material taxable income for US federal income tax purposes in a taxable year of the Company prior to the taxable year in which the Company realized cash proceeds of such transaction commensurate with the amount of such taxable income.
WFOE. (In this Agreement, the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)
WFOE. The registered capital of the WFOE is and immediately prior to and following the Closing shall be RMB 8,000,000, 100% of which has contributed by the Holdco Subsidiary.
WFOE. The registered capital of the WFOE is and immediately following the Closing shall be RMB70,000,000, none of which has been contributed. The HK Company owns 100% of the registered capital of the WFOE.
WFOE. The HK Company shall procure the WFOE, once formed, to join in and be bound by the terms of this Agreement by executing a joinder agreement.
WFOE. The registered capital of the WFOE is set forth opposite its name on Section 3.2(i) of the Disclosure Schedule, and the HK Company is the sole record and beneficial owner of such registered capital.
WFOE. The registered capital of each WFOE is set forth opposite its name on Section 3.02(e) of the Company Disclosure Schedule, together with an accurate list of the record and beneficial owners of such registered capital.
WFOE. The WFOE is a limited liability company established in the PRC and a wholly-owned subsidiary of the Company which engages in investment holding. After completion of the Internal Restructuring, the financial results of Sichuan WCH will continue to be accounted for in the financial statements of the Group as if it is a wholly-owned subsidiary of the Company. Xxxxx Xxxxxxxx is owned by the Registered Shareholders, Xx. Xxx Xxxx and Xx. Xx Xxx, as to 51% and 49%, respectively, and therefore, upon completion of the Internal Restructuring, each of the Registered Shareholders is a connected person of the Company pursuant to the Listing Rules. Accordingly, the transactions under the New Contractual Arrangements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. In preparation for the listing of the Company, the Company has sought, and the Stock Exchange has granted, the IPO Waiver from the strict compliance with (i) the announcement, circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the transactions contemplated under the Existing Contractual Arrangements pursuant to Rule 14A.105 of the Listing Rules; (ii) the requirement for setting an annual cap for the transactions under the Existing Contractual Arrangements under Rule 14A.53 of the Listing Rules; and (iii) the requirement of limiting the term of the Existing Contractual Arrangements to three years or less under Rule 14A.52 of the Listing Rules, for so long as the Shares are listed on the Stock Exchange, subject to certain conditions as set out in the Prospectus, the texts of which are reproduced in the section headed “Waiver From Strict Compliance with the Listing Rules” of this announcement. The conditions include, among others, no change to the agreements governing the Contractual Arrangements will be made without the approval of the Independent Shareholders and independent non-executive Directors. As such, the Company is convening the EGM to obtain approvals of the Independent Shareholders in respect of the Internal Restructuring. The Company has sought confirmation from the Stock Exchange, and the Stock Exchange has confirmed, subject to approvals of the Independent Shareholders and independent non-executive Directors, that the transactions contemplated under the New Contractual Arrangements would fall within the scope of the IPO Waiver and be exempt from strict compliance with: (i) the announcem...
WFOE. The Hong Kong company will establish a wholly foreign-owned enterprise (“WFOE”) in China, which will be individually or collectively referred to as the “Group Company” with the Cayman Islands company, mezzanine BVI company, Hong Kong company, Huizhou Yipeng, Ganzhou Yipeng, Zibo Yipeng, and other companies, partnerships, or organizations controlled by the aforementioned entities from time to time.
WFOE. Subject to the consummation of the Share Exchange Transaction, the Company represents on behalf of WFOE, and, upon consummation of the Share Exchange Transaction, an indirect wholly-owned subsidiary of the Company:
(i) that WFOE has the legal right, power and authority (corporate and other) to enter into and perform its obligations under each of agreements as set forth on Schedule 2.1(gg) (collectively, the “Restructuring Agreements”) to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Agreements to which it is a party; and each of the Restructuring Agreements to which WFOE is a party constitutes a valid and legally binding obligation of WFOE, enforceable in accordance with its terms, 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.
(ii) that WFOE does not own or lease properties or conduct any business outside of the PRC and that WFOE does not need to be duly qualified as a foreign corporation for the transaction of business under the laws of any jurisdiction in which it is not now so qualified.
(iii) that the execution and delivery by WFOE of, and the performance by WFOE of its obligations under, each of the Restructuring Agreements to which it is a party and the consummation by WFOE of the transactions contemplated therein will not: (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which WFOE is a party or by which WFOE is bound or to which any of the properties or assets of WFOE is subject; (B) result in any violation of the provisions of the articles of association or business license of WFOE; and (C) will not result in any violation of any laws, regulations, rules, orders, decrees, guidelines or notices of the PRC, except that, with respect to (A) and (C), such conflict, breach or violation would not reasonably be expected to have a Material Adverse Effect on WFOE.
(iv) that each of the Restructuring Agreements is in proper and enforceable legal form under the laws of the PRC and to ensure the legality, validity, enforceability or admissibility in evidence of each of the Restru...
