Common use of Subsidiaries and Consolidated Affiliated Entities Clause in Contracts

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) and each of the entities which the Company indirectly controls through contractual arrangements (the “Consolidated Affiliated Entities”), has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formed, is validly existing under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”); all of the equity or sponsorship interests in the Consolidated Affiliated Entities have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Prospectus, and, except as described in the Prospectus, free and clear of all Liens. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated Entities. All of the constitutive or organizational documents of each Subsidiary and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) and each of the entities which the Company indirectly controls through contractual arrangements (each a “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formed, is validly existing under the laws of Hong Kong Kong, the United States, the British Virgin Islands or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”); all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Prospectus, and, except as described in the Prospectus, free and clear of all Liens. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities Entity was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesEntity. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule D hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each an “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in have a Material Adverse Change material adverse effect on the Company, Company and its Subsidiaries and the Consolidated Affiliated EntitiesSubsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Prospectus, and, except as described in the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the entities identified on Schedule D hereto is a “subsidiary” of the Company (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) or a “consolidated affiliated entities” of the Company, through which the Company conducts its operations in the PRC by way of contractual arrangements. Each of the Company’s direct subsidiaries and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) and each of the consolidated affiliated entities which the Company indirectly controls through contractual arrangements (the “Consolidated Affiliated Entities”), has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formed, is validly existing under the laws of Hong Kong incorporated or the People’s Republic of China (the “PRC”)organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation, incorporation or organization and has full the power and authority (corporate or otherwiseother) to own own, lease and operate its property properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, . Each of the Company’s subsidiaries and consolidated affiliated entities is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the conduct of its business or its ownership or leasing of property requires such qualificationor the conduct of business, except to the extent that the failure to be so qualified or be in good standing would could not result reasonably be expected, individually or in the aggregate, to have a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a wholeEffect. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all All of the issued and outstanding share capital or other equity or ownership interests of each Subsidiary of the Company’s subsidiaries and consolidated affiliated entities have been duly authorized and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”); all of the equity or sponsorship interests in the Consolidated Affiliated Entities have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable nonassessable and are owned as described in by the ProspectusCompany, and, except as described in the Prospectusdirectly or indirectly, free and clear of all Liensany security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding share capital or equity interest in any Subsidiary subsidiary or the Consolidated Affiliated Entities consolidated affiliated entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary subsidiary or the Consolidated Affiliated Entitiesconsolidated affiliated entities. All of the constitutive or organizational documents of each Subsidiary of the subsidiaries and the Consolidated Affiliated Entities consolidated affiliated entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from The description of the Subsidiaries, corporate structure of the Company as set forth in the Time of Sale Prospectus and the Prospectus under the caption “Corporate History and Structure” and filed as Exhibits [10.5] through [10.16] to the Registration Statement is true and accurate in all material respects and nothing has no direct or indirect subsidiaries or been omitted from such description which would make it misleading in any other company over which it has direct or indirect effective controlmaterial respect. Other than the Subsidiaries and entities listed in Exhibit [10.5] through [10.16] to the Consolidated Affiliated EntitiesRegistration Statement, the Company does not own or control, directly or indirectly control indirectly, any entity through contractual arrangements corporation, association or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such personother entity.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 4(a) hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each an “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E 4(b) hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability or a private non-enterprise entity (legal person) established under the laws of Hong Kong or the People’s Republic jurisdiction of China (the “PRC”)its incorporation, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Prospectus, and, except as described in the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule IV-A hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each an “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E IV-B hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability or a private non-enterprise entity (legal person) established under the laws of Hong Kong or the People’s Republic jurisdiction of China (the “PRC”)its incorporation, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule III-A hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each an “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E III-B hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability established under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in have a Material Adverse Change material adverse effect on the Company, Company and its Subsidiaries and the Consolidated Affiliated Entitiessubsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule IV hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each a “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E V hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability established under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in have a Material Adverse Change material adverse effect on the Companycondition (financial or otherwise), earnings, management, results of operations, business, properties or prospects of the Company and its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in , or on the Disclosure Package ability of the Company and its Subsidiaries and Consolidated Affiliated Entities to carry out their obligations under this Agreement and the Prospectus, Deposit Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus (the “Material Adverse Effect”); all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully duly paid in accordance with applicable laws and its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully duly paid in accordance with applicable laws and its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described disclosed in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule III-A hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each an “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E III-B hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability or a private non-enterprise entity (legal person) established under the laws of Hong Kong or the People’s Republic jurisdiction of China (the “PRC”)its incorporation, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) and each of the consolidated variable interest entities (the “VIE Entities”) and their respective subsidiaries which the Company indirectly controls through contractual arrangements (the “VIE Agreements”) and receives the economic benefits (each a “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formed, is validly existing under the laws of Hong Kong or the People’s Republic jurisdiction of China (the “PRC”), as the case may beits formation, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) and all consents, approvals, authorizations, permits, licenses, orders, registrations, clearances and qualifications of or with any governmental or regulatory agency, authority, body, entity or court, domestic or foreign having jurisdiction over the Subsidiaries and Consolidated Affiliated Entities to own its property and to conduct its business as described in the Registration Statement, the Disclosure Package, the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, Company and its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all All of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its memorandum and articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the ProspectusRegistration Statement, and, except as described in the Disclosure Package and the Prospectus, and free and clear of all Liensliens, except for the pledge of the equity interests of the VIE Entities under the VIE Agreements as described in the Registration Statement, the Disclosure Package and the Prospectus. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities Entity was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesEntity. All of the constitutive constitutive, charter, or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries or Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule III-A hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each a “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E III-B hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, a corporation and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own or lease its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing (or the foreign equivalent to the extent the concept is applicable in such jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in have a Material Adverse Change Effect (as defined below) on the Company, Company and its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully duly paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully duly paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities Entity was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesEntity. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than A “Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), earnings, results of operations, business or prospects of the Company and its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole, or on the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results ability of the Company on to carry out its obligations under this Agreement and the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such personDeposit Agreement.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule III-A hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each a “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E III-B hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may beexisting, and in good standing (or the foreign equivalent to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own or lease its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing (or the foreign equivalent to the extent the concept is applicable in such jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing (or the foreign equivalent to the extent the concept is applicable in such jurisdiction) would not result in have a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, Effect; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully or have been timely paid in accordance with its articles of association or other charter constitutive or organizational documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully and timely paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries entities identified on Schedule II-A hereto is a subsidiary of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) and each of the entities identified on Schedule II-B hereto is a consolidated affiliated entity through which the Company indirectly controls through conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), has been identified on Schedule E hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability or a private non-enterprise entity (legal person or sole proprietorship), established under the laws of Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in have a Material Adverse Change material adverse effect on the Company, Company and its Subsidiaries and the Consolidated Affiliated Entitiessubsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid (to the extent they have become due and payable) in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”); claims, except to the extent that the failure to pay any registered capital would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid or partially paid in installments in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the Consolidated Affiliated Entities was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the Consolidated Affiliated EntitiesSubsidiary. All of the constitutive constitutional or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect, except where such failure to comply with the requirements of applicable laws would not reasonably be expected to have a Material Adverse Effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than , except for those in aggregate are not material to the business or financial conditions of the Company, its Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed taken as a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such personwhole.

Subsidiaries and Consolidated Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule III-A hereto, and each of the entities which the Company directly or indirectly controls through contractual arrangements (each a “Consolidated Affiliated Entity” and collectively, the “Consolidated Affiliated Entities”), ) has been identified on Schedule E III-B hereto. Each of the Subsidiaries and the Consolidated Affiliated Entities has been duly formedincorporated, is validly existing as a corporation with limited liability established under the laws of Hong Kong or the People’s Republic jurisdiction of China (the “PRC”), as the case may beits incorporation, and in good standing under the laws of the jurisdiction of its incorporation, has full power and authority (corporate or otherwise) to own or lease its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not result in a Material Adverse Change on the Company, its Subsidiaries and the Consolidated Affiliated Entities, taken as a whole. Except as otherwise disclosed described in the Disclosure Package and Time of Sale Prospectus or the Prospectus, ; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”)claims; all of the equity or sponsorship interests in the each Consolidated Affiliated Entities Entity have been duly and validly authorized and issued, are fully paid in accordance with its articles of association or other charter documents and non-assessable and are owned as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus and the Prospectus, free and clear of all Liensliens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or the any Consolidated Affiliated Entities Entity was issued in violation of preemptive or similar rights of any security holder of such Subsidiary or the such Consolidated Affiliated EntitiesEntity. All of the constitutive or organizational documents of each Subsidiary of the Subsidiaries and the Consolidated Affiliated Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries and the Consolidated Affiliated Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.