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. (a) The Borrower shall ensure that, without the prior written consent of the Lender, WFOE will not reduce its registered capital for any purpose other than repayment of the Loan.
(b) Except for any restructuring with the prior written consent of the Lender, CTT shall beneficially and legally own directly the entire Equity Interest of WFOE.
WFOE. (a) The documents relating to the establishment of the WFOE are valid and have been duly approved or issued (as applicable) by relevant and competent PRC authorities.
(b) All Consents requisite under PRC laws for the due and proper establishment and operation of the WFOE and the carrying on of the Business by the WFOE have been duly obtained from the relevant and competent PRC authorities and are in full force and effect.
(c) All filings and registrations with the relevant PRC authorities required in respect of the WFOE, including but not limited to the registrations with the Ministry of Commerce, the State Administration for Industry and Commerce, the State Administration for Foreign Exchange or their respective local authorities, tax bureau and customs authorities and product registration authorities (if required) have been duly completed in accordance with the relevant rules and regulations.
(d) The WFOE shall conduct the Business within the permitted scope of its business licence and operate the Business in full compliance with all relevant legal requirements, including without limitation, manufacturing, processing and/or distributing products and services with all requisite licenses, permits and approvals granted by competent PRC authorities.
(e) All applicable laws and regulations with respect to the opening and operation of foreign exchange accounts and foreign exchange activities of the WFOE, including, where applicable, the registration of foreign exchange laws, have been fully complied with, and all requisite approvals from the State Administration of Foreign Exchange in relation thereto have been duly obtained.
(f) With regard to employment and staff or labour management, the WFOE has complied with all applicable PRC laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, pensions or the like.
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.
