Common use of Establishment and Existence Clause in Contracts

Establishment and Existence. 3.1 All Group Companies are limited liability companies duly incorporated and validly existing in accordance with the laws of the PRC. They have the independent capacity for civil rights and civil conduct. There are no circumstances of termination as required by the laws, regulations and regulatory documents or articles of association; 3.2 Except for the written disclosure that has been made to the Transferee, Group Companies have obtained all necessary approvals, consent, authorization and licenses required for their establishment and the business set forth in the business license; Except for the written disclosure that has been made to the Transferee, the foregoing approvals, consent, authorization and licenses are all effective currently, without change, withdrawal or failure of renewal; 3.3 Group Companies have participated in and passed the annual check of industrial and commercial administration regularly in accordance with relevant legal requirements; all Group Companies have completed valid tax registration. In addition, there are no obstacles or constraints related to the above aspects that may affect the normal operation of related companies; 3.4 All shareholders of the Group Companies have paid up the registered capital payable in accordance with the law, without outstanding additional or supplementary payment; all shareholders of the Group Companies have fully paid the subscribed registered capital in accordance with the provisions of laws and related articles of association: 3.5 Foreign investment information of the Group Companies is true and complete. Group Companies do not own any capital interest such as equity, shares, stocks and convertible bonds in any company, enterprise or other entities; 3.6 Except for the written disclosure that has been made to the Transferee, all the equity changes occurred in the duration of existence of the Transferor and Group Companies are voluntary, true and valid. The Transferor and Group Companies have paid necessary consideration and completed necessary formalities for approval, registration and change in accordance with the law. No illegal circumstances exist such as false transfer and concealing of illegal objectives in legal forms; the statements with respect to equity changes since the establishment of the Transferor and Group Companies are true and complete, without concealments and material omissions. The Transferor and Group Companies are not in violation of any law or regulation or any judgment, decree, rules or regulations made by any court or arbitration institution or governmental or supervisory department.