Common use of Controlled Entities Clause in Contracts

Controlled Entities. Each Controlled Entity has been duly organized and is validly existing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction), with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable in such jurisdiction), and such share capital is owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.

Controlled Entities. Each The principal subsidiaries listed on Exhibit 21.1 of the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” To the Company’s knowledge, each Controlled Entity has been duly organized and is validly existing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction), with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”)Change; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable in such jurisdiction), and such share capital is owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have result in a Material Adverse EffectChange. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.

Controlled Entities. Each Controlled Entity has been duly organized and is validly existing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction), with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable in such jurisdiction), and such share capital is owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.

Controlled Entities. Each of the Company’s direct or indirect subsidiaries and each of the consolidated variable interest entities has been identified in Schedule D, which shall be referred to hereinafter as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated or organized and is validly existing as a corporation with limited liability, as the case may be, and in good standing under the laws of the jurisdiction of its organization incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority (corporate to own, lease and other) to own operate its properties and conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (have a “Material Adverse Effect”); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization incorporation and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid in accordance with applicable laws and its respective articles of association and nonassessable (which term when used in respect of shares of a Controlled Entity incorporated in the British Virgin Islands means that no further sums are required to be paid by the extent such concept exists or is applicable holders thereof in such jurisdictionconnection with the issue thereof), and such share the capital is stock of each Controlled Entity owned, directly or indirectly, by the Company (or controlled by the Company Company, is owned free from liens, encumbrances and defects, except as provided in the case of the variable interest entities) VIE Agreements (as set forth defined herein), which are described in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Final Prospectus and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds General Disclosure Package. None of the outstanding equity interest share capital in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder or such Controlled Entity); and (ii) . Apart from the Controlled Entities, the Company has no Controlled Entity is prohibited, directly direct or indirectly, from making indirect subsidiaries or any other distribution on such Controlled Entity’s equity capital, from repaying to company over which it has direct or indirect effective control that is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgmentExchange Act.

Controlled Entities. The Company does not own or control, directly or indirectly, any corporation, partnership, joint venture, association or other entity, which is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Exchange Act, other than the subsidiaries (the “Subsidiaries”) and consolidated variable interest entity (the “VIE” and, together with the Subsidiaries, the “Controlled Entities”) listed in Exhibit 21.1 to the Registration Statement. Each Controlled Entity of the Company has been duly organized incorporated and is validly existing and in good standing under the laws of the jurisdiction of its organization (incorporation, and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the extent conduct of its businesses requires such concept exists in such jurisdiction), with qualification and has all power and authority (corporate and other) necessary to own or hold its properties and to conduct its business the businesses as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, Prospectus except to the extent that where the failure to be so qualified or be in good standing or have such power or authority would not be reasonably likely to result in any change not, individually or effect in the businessaggregate, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (have a “Material Adverse Effect”); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital stock or other equity interests of each Controlled Entity of the Company has been duly authorized and validly issued and is fully or timely paid (to the extent such concept exists or is applicable in such jurisdiction), due course and such share capital is owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) nonassessable; except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the capital stock or other equity interests of each Subsidiary is owned by the Company, directly or through Subsidiaries, free from liensand clear of any lien, encumbrances and claimscharge, except to encumbrance, security interest, restriction on voting or transfer or any other claim of any third party; the extent that capital stock of the VIE is owned by such liens, encumbrances or claims would not have a Material Adverse Effect. Except individuals as disclosed in under the caption “Our Corporate History and Structure” of the Registration Statement, the Pricing Disclosure Package and the Prospectus, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party except for those encumbrances on the equity interests of the VIE as provided in the Control Agreements (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entityas defined below); and (ii) no the memorandum and articles of association or other constitutive or organizational documents of each Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from comply with the Company or any requirements of the Company’s subsidiaries. To the Company’s knowledge, none applicable in their respective jurisdictions of the Controlled Entities or any of their properties, assets or revenues incorporation and are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgmentfull force and effect.

Controlled Entities. Each of the Company’s direct and indirect subsidiaries and each of the entities which the Company directly or indirectly controls through contractual arrangements (the “VIE”) have been identified on Schedule D, which shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated or organized and is validly existing as a corporation with limited liability and in good standing under the laws of the jurisdiction of its organization incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization incorporation and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid, or will be fully paid (if it has becomes due and payable pursuant to their respective articles of association as of the extent such concept exists or is applicable in such jurisdiction)date thereof, and such non-assessable, in accordance with the applicable laws and its respective articles of association, and the share capital is of each Controlled Entity owned, directly or indirectly, by the Company (or controlled by the Company Company, is owned as described in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, and, except as provided in the VIE Agreements (as defined below) and disclosed in the General Disclosure Package and the Final Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effectdefects. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds None of the outstanding equity interest share capital in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity); and (ii) . Apart from the Controlled Entities, the Company has no Controlled Entity is prohibited, directly direct or indirectly, from making indirect subsidiaries or any other distribution on such Controlled Entity’s equity capital, from repaying to company over which it has direct or indirect effective control that is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgmentExchange Act.

Controlled Entities. Each of the Company’s direct or indirect subsidiaries and each of the consolidated variable interest entities as listed in Exhibit 21.1 of the Registration Statement shall be referred to hereinafter as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated or organized and is validly existing as a corporation with limited liability, as the case may be, and in good standing under the laws of the jurisdiction of its organization incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority (corporate to own, lease and other) to own operate its properties and conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, qualification except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (have a “Material Adverse Effect”); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization incorporation and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is and nonassessable in accordance with applicable in such jurisdiction)laws and its respective articles of association, and such share the capital is stock of each Controlled Entity owned, directly or indirectly, by the Company (or controlled by the Company Company, is owned free from liens, encumbrances and defects, except as provided in the case of the variable interest entities) VIE Agreements (as set forth defined herein), which are described in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure Final Prospectus and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds General Disclosure Package. None of the outstanding equity interest share capital in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder or such Controlled Entity); and (ii) . Apart from the Controlled Entities, the Company has no Controlled Entity is prohibited, directly direct or indirectly, from making indirect subsidiaries or any other distribution on such Controlled Entity’s equity capital, from repaying to company over which it has direct or indirect effective control that is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgmentExchange Act.

Controlled Entities. Each The principal subsidiaries and consolidated entities listed on Exhibit 21.1 of the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” To the Company’s knowledge, each Controlled Entity has been duly organized and is validly existing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction), with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”)Change; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable in such jurisdiction), and such share capital is owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have result in a Material Adverse EffectChange. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.

Controlled Entities. The subsidiaries and consolidated variable interest entities of the Company listed in Schedule IV hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and organized and is validly existing in good standing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction)incorporation or organization, with has corporate or similar power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus; and, to the extent applicable, each Controlled Entity Prospectus and is duly qualified to do transact business as a foreign corporation and is in all other jurisdictions good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except to the extent that where the failure to be so qualified qualify or to be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”Effect (as defined below); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital stock of each non-PRC Controlled Entity has been duly authorized and validly issued and issued, is fully paid (and non-assessable, all of the registered capital of each PRC Controlled Entity has been duly issued and paid in accordance with applicable PRC laws and their respective articles of association, to the extent such concept exists or registered capital is applicable in such jurisdiction)required to be paid prior to the date hereof and any Time of Delivery, and such share the capital stock of the Controlled Entities owned by the Company, directly or through subsidiaries, except for the encumbrance created under the VIE Agreements, is ownedfree and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; other than those listed in exhibit 21.1 to the Registration Statement and the Controlled Entities, the Company does not own or control, directly or indirectly, by any corporation or entity that is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.Exchange Act;

Controlled Entities. The subsidiaries and consolidated variable interest entities of the Company listed in Schedule IV hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and organized and is validly existing in good standing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction)incorporation or organization, with has corporate or similar power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus; and, to the extent applicable, each Controlled Entity Prospectus and is duly qualified to do transact business as a foreign corporation and is in all other jurisdictions good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except to the extent that where the failure to be so qualified qualify or to be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”Effect (as defined below); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital stock of each non-PRC Controlled Entity has been duly authorized and validly issued and issued, is fully paid (and non-assessable, all of the registered capital of each PRC Controlled Entity has been duly issued and paid in accordance with applicable PRC laws and their respective articles of association, to the extent such concept exists or registered capital is applicable in such jurisdiction)required to be paid prior to the date here of and any Time of Delivery, and such share the capital stock of the Controlled Entities owned by the Company, directly or through subsidiaries, except for the encumbrance created under the VIE Agreements, is ownedfree and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; other than those listed in exhibit 21.1 to the Registration Statement and the Controlled Entities, the Company does not own or control, directly or indirectly, by any corporation or entity that is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.Exchange Act;

Controlled Entities. Each The principal subsidiaries listed on Exhibit 21.1 of the Registration Statement shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” To the Company’s knowledge, each Controlled Entity has been duly organized and is validly existing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction), with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”)Change; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable in such jurisdiction), and such share capital is owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration Statement, the Pricing Disclosure Package and Prospectus, free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have result in a Material Adverse EffectChange. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.. (tt) [INTENTIONALLY OMITTED]

Controlled Entities. (a) The Company does not own or control, directly or indirectly, any corporation or entity other than the subsidiaries and consolidated variable interest entities listed in SCHEDULE D hereto (each as a “Controlled Entity” and collectively as “Controlled Entities”); (b) Each Controlled Entity has been duly organized incorporated and is validly existing as a corporation with limited liability in good standing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction)incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus; and, to the extent applicable, and each Controlled Entity is duly qualified to do business as a foreign corporation in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, ; except to the extent that the failure to be so qualified or be in good standing would not be reasonably likely to result in any change or have a material adverse effect in on the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”)Controlled Entities; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization incorporation and are in full force and effect. Except as may not be required by applicable law, all ; (c) All of the issued and outstanding share capital of the direct and indirect subsidiaries of the Company as listed in SCHEDULE D (each Controlled Entity as a “Subsidiary” and collectively as “Subsidiaries”), has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable they have become due and payable) in such jurisdiction)accordance with its respective articles of association in effect as of the date hereof and non-assessable, and such share capital is owned, directly or indirectly, by the Company free and clear from all liens, encumbrances, equities, claims and defects; and (d) All of the issued and outstanding share capital of the consolidated variable interest entities of the Company as listed in SCHEDULE D (each as an “Affiliated Entity” and collectively as “Affiliated Entities”), has been duly authorized and validly issued and is fully paid (to the extent they have become due and payable) in accordance with its respective articles of association in effect as of the date hereof and non-assessable, and the share capital of the Affiliated Entities is owned, directly or controlled indirectly, by the Company in the case of the variable interest entities) individuals and entities as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, free and clear from all liens, encumbrances encumbrances, equities, claims and claims, defects except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgmenttherein.

Controlled Entities. The subsidiaries and consolidated variable interest entities of the Company and the subsidiaries of the consolidated variable interest entities shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Each Controlled Entity has been duly incorporated and organized and is validly existing in good standing under the laws of the jurisdiction of its organization (to the extent such concept exists in such jurisdiction)incorporation or organization, with has corporate or similar power and authority (corporate to own, lease and other) to own operate its properties and to conduct its business as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus; and, to the extent applicable, each Controlled Entity Prospectus and is duly qualified to do transact business as a foreign corporation and is in all other jurisdictions good standing in each jurisdiction in which its such qualification is required, whether by reason of the ownership or lease leasing of property or the conduct of its business requires such qualificationbusiness, except to the extent that where the failure to be so qualified qualify or to be in good standing would not be reasonably likely to result in any change or effect in the business, operations, results of operations, assets, capitalization, financial condition, rights or liabilities of the Company which is materially adverse to the business, operations or financial condition of the Company (a “Material Adverse Effect”Effect (as defined below); the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital stock of each non-PRC Controlled Entity has been duly authorized and validly issued and issued, is fully paid (and non-assessable, all of the registered capital of each PRC Controlled Entity has been duly issued and paid in accordance with applicable PRC laws and their respective articles of association, to the extent such concept exists or registered capital is applicable in such jurisdiction)required to be paid prior to the date hereof and any Time of Delivery, and the capital stock of the Controlled Entities owned by the Company, directly or through subsidiaries, except for the encumbrance created under the VIE Agreements, is free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Controlled Entity that is a “principal subsidiary” as described in the Pricing Prospectus and the Prospectus under the caption “Our History and Corporate Structure” were issued in violation of the preemptive or similar rights of any security holder of such share capital is ownedControlled Entity (the “Principal Subsidiaries”). Other than the Controlled Entities, the Company does not own or control, directly or indirectly, by any corporation or entity that is a “significant subsidiary” as defined under Rule 1-02 of Regulation S-X under the Company (Exchange Act; all corporations, associations and entities directly or indirectly owned or controlled by the Company in other than the case of the variable interest entities) as set forth in the Registration StatementControlled Entities, the Pricing Disclosure Package and Prospectuscollectively, free from liens, encumbrances and claims, except are not material to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.;

Controlled Entities. Each The subsidiaries and consolidated variable interest entities listed on Schedule D hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities.” Except as disclosed in the General Disclosure Package and the Final Prospectus, each Controlled Entity has been duly organized incorporated and is validly existing as a corporation with limited liability or a school, as the case may be, and in good standing under the laws of the jurisdiction of its organization incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus; and, to the extent applicable, each Controlled Entity is duly qualified to do business as a foreign corporation or entity in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that where the failure to be so qualified or be in good standing would not reasonably be reasonably likely expected to result in any change have a material adverse effect on the condition (financial or effect in the business, operationsotherwise), results of operations, assetsbusiness, capitalization, financial condition, rights properties or liabilities prospects of the Company which is materially adverse to and the businessControlled Entities (as defined below)taken as a whole, operations or financial condition on the ability of the Company and the Controlled Entities to carry out their obligations under this Agreement and the Deposit Agreement (a “Material Adverse Effect”); the constitutive constitutional documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its organization incorporation and are in full force and effect. Except as may not be required by applicable law, all All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid (to the extent such concept exists or is applicable in such jurisdiction)and nonassessable, and such share except as disclosed in the General Disclosure Package and the Final Prospectus, the capital is stock of each Controlled Entity owned, directly or indirectly, by the Company (or controlled by the Company in the case of the variable interest entities) as set forth in the Registration StatementCompany, the Pricing Disclosure Package and Prospectus, is owned free from liens, encumbrances and claims, except to the extent that such liens, encumbrances or claims would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Pricing Disclosure and the Prospectus, (i) no Controlled Entities is currently prohibited, directly or indirectly, from paying any dividends to the Company (or the Company’s subsidiary that holds the outstanding equity interest of such Controlled Entity); and (ii) no Controlled Entity is prohibited, directly or indirectly, from making any other distribution on such Controlled Entity’s equity capital, from repaying to the Company any loans or advances to such Controlled Entity from the Company or any of the Company’s subsidiaries. To the Company’s knowledge, none of the Controlled Entities or any of their properties, assets or revenues are entitled to any right of immunity on the grounds of sovereignty from any legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from services of process, from attachment prior to or in aid of execution of judgment, or from any other legal process or proceeding for the giving of any relief or for the enforcement of any judgment.defects..