Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) Capitalization. The registered capital amount of SLB is USD$65,660, which equals 100% ownership percentage of SLB. Except as set forth in the preceding sentence, no other class of capital stock or other security of SLB is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the SLB Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Jian Wang and Guoying Yin, as of the Closing Date, are the lawful, re▇▇▇▇ ▇▇▇ benef▇▇▇▇▇ ▇▇▇▇▇s of the total ownership interest of SLB. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of SLB, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or SLB, no other class of capital stock or other security of SLB, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, UTVG will be vested with good and marketable title to the ownership of the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of SLB was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities or "blue sky" laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital amount of SLB FOI is USD$65,660USD$489,269, which equals 100% ownership percentage of SLBFOI. Except as set forth in the preceding sentence, no other class of capital stock or other security of SLB FOI is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the SLB FOI Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Jian Wang Zhiyong Su and Guoying YinSida He, as of the Closing Date, are the lawful, re▇▇▇▇ ▇▇▇ benef▇▇▇▇▇ ▇▇▇▇▇s record and beneficial owners of the total ownership interest of SLBFOI. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of SLBFOI, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Sharesoutstanding shares of capital stock of FOI. Except as is issued to and held by the Shareholders or SLBFOI, no other class of capital stock or other security of SLBFOI, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, UTVG will be vested with good and marketable title to the ownership of all of the Sharesoutstanding shares of capital stock of FOI, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares outstanding shares of FOI has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of SLB FOI was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities or "blue sky" laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital amount of SLB FTZ is USD$65,660USD$1,865,040, which equals 100% ownership percentage of SLBFTZ. Except as set forth in the preceding sentence, no other class of capital stock or other security of SLB FTZ is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the SLB FTZ Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Jian Wang Peng Huang, Xinbo Huang, and Guoying Yin▇▇▇▇▇▇▇ ▇▇ou▇, as of the ▇▇ ▇▇ ▇▇e Closing Date, are the lawful, re▇▇▇▇ ▇▇▇ benef▇▇▇▇▇ ▇▇▇▇▇s record and beneficial owners of the total ownership interest of SLBFTZ. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of SLBFTZ, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or SLBFTZ, no other class of capital stock or other security of SLBFTZ, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, UTVG CNOA will be vested with good and marketable title to the ownership of the SharesShares to be transferred by each Shareholder, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws)) and such Shares, in the aggregate, will represent 60% of the then issued and outstanding shares of FTZ. No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of SLB FTZ was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities or "blue sky" laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital amount stock of SLB is USD$65,660, which equals 100% ownership percentage of SLBNewPower was RMB $1,000,000 (US $147,060). Except as set forth in the preceding sentence, no other class of capital stock or other security of SLB NewPower is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the SLB Ownership number of NewPower Common Stock set forth opposite each Seller's name on Schedule 1 attached hereto, which shares constitute all of the issued and outstanding capital stock of NewPower. Jian Wang and Guoying YinNewPower, as of the Closing Date, are is the lawful, re▇▇▇▇ ▇▇▇ benef▇▇▇▇▇ ▇▇▇▇▇s record and beneficial owner of the total ownership interest of SLBNewPower. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of SLBShares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or SLBShareholders, no other class of capital stock or other security of SLB, as applicableNewPower, is authorized, issued, reserved for issuance or outstanding. At the Closing, UTVG E’J▇▇▇▇ will be vested with good and marketable title to the ownership of the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Sharesshares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of SLB NewPower was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the "“Securities Act"”), or any other securities or "“blue sky" ” laws.

Capitalization and Related Matters. (a) Capitalization. The registered capital amount of SLB TGD is USD$65,660USD$2,640,000, which equals 100% ownership percentage of SLBTGD. Except as set forth in the preceding sentence, no other class of capital stock or other security of SLB TGD is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the SLB TGD Ownership Stock set forth opposite each Seller's name on Schedule 1 attached hereto. Jian Wang hereto Xuetian Yuan and Guoying YinJinwei Chen, as of the Closing Date, are the lawful, re▇▇▇▇ ▇▇▇ benef▇▇▇▇Closin▇ ▇▇▇▇, ▇s ▇▇ the lawful, record and beneficial owners of the total ownership interest of SLBTGD. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective ownership interest of SLBTGD, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Sharesoutstanding shares of capital stock of TGD. Except as is issued to and held by the Shareholders or SLBTGD, no other class of capital stock or other security of SLBTGD, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, UTVG will be vested with good and marketable title to the ownership of 90% of the Sharesoutstanding shares of capital stock of TGD, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares outstanding shares of TGD has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of SLB TGD was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other securities or "blue sky" laws.