PRC Representation and Warranties Clause Samples
The PRC Representation and Warranties clause sets out specific assurances and factual statements made by a party regarding its compliance with laws and regulations of the People’s Republic of China (PRC). Typically, this clause requires the party to confirm that it is duly organized, validly existing, and in good standing under PRC law, and that it has obtained all necessary approvals or licenses for the transaction. By including these representations and warranties, the clause helps ensure that the transaction is legally sound and that the risk of regulatory or legal issues arising from non-compliance with PRC law is minimized.
PRC Representation and Warranties. (i) Organization. ZJY Technologies Co., Ltd. (“ZJY Technologies”), China Oil Blue Ocean Petroleum Technology Inc. (“China Oil Blue Ocean”), Leishen Energy Technology (Nanjing) Co., Ltd. (“Leishen Nanjing”), Leishen Green Energy Technology Development (Beijing) Co., Ltd. (“Beijing Leishen Green Energy”), Leishen Energy Technology (Shandong) Co., Ltd. (“Leishen Shandong”) and Leishen Energy Services Co., Ltd. (“Leishen Services”) are duly organized under the laws of the PRC and their business licenses are in full force and effect.
PRC Representation and Warranties. The Company and its Subsidiaries currently are not required to obtain approvals from Chinese authorities to operate their business or list on the U.S. exchanges and offer securities, including any permission or approval from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other PRC governmental authority to operate their business or to list their securities on a U.S. securities exchange or issue securities to foreign investors, based on the facts that (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland Chinese company or individual directly or indirectly; (ii) the Company and its subsidiary(s) currently do not have any business operations in mainland China; (iii) the Company currently does not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in mainland China; and (iv) the Company and its subsidiary(s) possess personal information of less than one million individuals in the PRC and do not possess any core data or important data of the PRC, or any information which affects or may affect national security of the PRC. (i) the Company does not, directly or indirectly, own or control any entity or subsidiary in mainland China, and do not intend to set up any subsidiary or to establish a variable interest entity (“VIE”) structure with any entity in mainland China, (ii) the Company is not ultimately controlled by any mainland Chinese company or individual directly or indirectly; (iii) the Company and its Subsidiaries currently do not have any business activities, operations or assets in mainland China, except that the Subsidiaries in Hong Kong have less than five clients based in mainland China in the year ended December 31, 2024, and (iv) none of member of the board of directors or the Company’s senior managements in charge of its business operations or management is a citizen of mainland China or his/her habitual domicile is in mainland China. As used herein, the term “China” and the “PRC” mean the People’s Republic of China, and only in the context of describing laws, regulations and other legal or tax matters adopted by the authorities of mainland China in this Agreement, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan region.
PRC Representation and Warranties