Common use of Controlled Entities Clause in Contracts

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated 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 incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. 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 its articles of association and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities of the Company listed on Exhibit 21.1 of the Registration Statement (each as each, a “Controlled Entity,” and collectively as collectively, the “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated 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 incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. 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 its articles of association and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities entity listed on Exhibit 21.1 of the Registration Statement (shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated 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 incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own own, lease and operate its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. 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 articles of association and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (in Schedule D are referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, as the case may be, liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, and each Controlled Entity 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 ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital or equity interest in any Controlled Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Controlled Entity.. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities Controlled Entities listed on Exhibit 21.1 of the Registration Statement (each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, each Controlled Entity of the Company has been duly incorporated 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 incorporation (to the extent such concept exists in such jurisdiction)incorporation, with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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 and is in all other jurisdictions good standing in each jurisdiction in which its ownership or lease of property or the conduct of its business businesses requires such qualification; , and has all power and authority (corporate and other) necessary to own or hold its properties and to conduct the constitutive documents of each Controlled Entity comply with businesses as described in the requirements of applicable laws of Registration Statement, the jurisdiction of its incorporation Pricing Disclosure Package and are in full force and effectthe Prospectus. All of the issued and outstanding share capital or other equity interests of each Controlled Entity of the Company has been duly and validly authorized and validly issued and is fully paid in accordance with its applicable laws and the articles of association of such Controlled Entity and nonassessable, and non-assessable; the share capital stock or other equity interests of each Controlled Entity owned, directly or indirectly, subsidiary of the Company is owned by the Company, directly or through subsidiaries, free and clear of any lien, charge, defect, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party; the share capital of each consolidated variable interest entity is owned free from liens, charges, encumbrances by such individuals as disclosed under “Our History and defects, except as provided in the VIE Agreements (as defined herein), which are described Corporate Structure” in the Registration Statement, the Final Prospectus Pricing Disclosure Package and the General Disclosure PackageProspectus, free and clear of any lien, charge, defect, 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 such consolidated variable interest entity as provided in the Control Agreements (as defined below); and the memorandum and articles of association or other constitutional or organizational documents of each Controlled Entity of the Company comply with the requirements applicable in their respective jurisdictions of incorporation and are in full force and effect. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder shareholder of such Controlled Entity.

Controlled Entities. The principal Company does not own or control, directly or indirectly, any corporation or entity other than the subsidiaries and the consolidated variable interest entities listed on Exhibit 21.1 entity (the “VIE”) and the subsidiaries of the Registration Statement (VIE as listed in Schedule C. The Company’s subsidiaries, the VIE and the subsidiaries of the VIE shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated 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 incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority (corporate and other) to own own, lease and use its properties and conduct its business as described in the Registration Statement, the 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 for those jurisdiction where failure to be so qualified has not had and would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect]; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and non-assessable, in accordance with the applicable laws and its articles of association and nonassessablerespective constitutional or organizational documents, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, chargesclaims, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described below) or disclosed in the Registration Statement, the Final Prospectus General Disclosure Package and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled EntityFinal Prospectus.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries and consolidated variable interest entities which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, as the case may be, and is in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. 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 its articles of association and nonassessable, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.

Controlled Entities. The principal subsidiaries and consolidated variable interest 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”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated 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 incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. 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 its articles of association and the applicable laws of the jurisdiction of its incorporation and nonassessable, . Except for the pledges and options on the capital stock equity interests of each the Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in Entities under the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None , the capital stock of the outstanding share capital in any each Controlled Entity was issued owned, directly or indirectly, by the Company, except as disclosed in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.the General Disclosure Package and the Final Prospectus is owned free from liens, encumbrances and defects..

Controlled Entities. The principal Company’s subsidiaries and the entities through which the Company conducts its operations and whose financial results are consolidated variable interest entities listed into the Company’s financial statements by way of contractual arrangements (the “VIEs”) that are identified on Exhibit 21.1 of the Registration Statement (Schedule D shall be referred to hereinafter as “Controlled Entities” and each as a “Controlled Entity.” and collectively as “Other than the Controlled Entities”) constitute all of , the entities controlled Company does not own, directly or indirectly by the Company indirectly, any share capital or any other than those subsidiaries whichequity interests or otherwise control, considered any entity which would individually or in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary” as defined in under Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, as the case may be, liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described below) and disclosed in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of Package and the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled EntityFinal Prospectus, is owned free from liens, encumbrances and defects.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (in Schedule E are referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, as the case may be, liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own own, lease and operate its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Final Prospectus; and, to the extent applicable, and each Controlled Entity 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 ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and nonassessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, except as disclosed in the General Disclosure Package and the Final Prospectus, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital or equity interest in any Controlled Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Controlled Entity.. Apart from the Controlled Entities, the Company has no direct or indirect subsidiary or any other company over which it has direct or indirect effective control, which in each case constitutes a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.

Controlled Entities. The principal subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 of the Registration Statement (Schedule D hereto shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered .” Except as disclosed in the aggregate or as a single subsidiaryGeneral Disclosure Package and the Final Prospectus, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liabilityliability or a school, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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 where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities (as defined below)taken as a whole, or on the ability of the Company and the Controlled Entities to carry out their obligations under this Agreement and the Deposit Agreement (“Material Adverse Effect”); the constitutive constitutional documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. 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 its articles of association and nonassessable, and except as disclosed in the General Disclosure Package and the Final Prospectus, the capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liens, charges, encumbrances and defects, except as provided in the VIE Agreements (as defined herein), which are described in the Registration Statement, the Final Prospectus and the General Disclosure Package. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity...

Controlled Entities. The principal Each of the Company’s direct and indirect subsidiaries and consolidated variable interest entities listed on Exhibit 21.1 each of the Registration Statement entities which the Company directly or indirectly controls through contractual arrangements (the “VIE”) have been identified on Schedule C hereto, which shall be referred to hereinafter each as a “Controlled Entity” and collectively as “Controlled Entities”) constitute all of the entities controlled directly or indirectly by the Company other than those subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a “significant subsidiary.” as defined in Rule 1-02(w) of Regulation S-X under the Act. Each Controlled Entity has been duly incorporated and is validly existing as a corporation with limited liability, as the case may be, liability and in good standing under the laws of the jurisdiction of its incorporation (to the extent such concept exists in such jurisdiction), with full corporate or other power and authority to own its properties and conduct its business as described in the Registration Statement, the 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; the constitutive documents of each Controlled Entity comply with the requirements of applicable laws of the jurisdiction of its incorporation and are in full force and effect. All of the issued and outstanding share capital of each Controlled Entity has been duly authorized and validly issued and is fully paid and non-assessable, in accordance with the applicable laws and its respective articles of association and nonassessableassociation, and the share capital stock of each Controlled Entity owned, directly or indirectly, by the Company, is owned free from liensas described in the General Disclosure Package and the Final Prospectus, charges, encumbrances and defectsand, except as provided in the VIE Agreements (as defined herein), which are described below) and disclosed in the Registration Statement, the Final Prospectus and the General Disclosure PackagePackage and the Final Prospectus, free from liens, encumbrances and defects. None of the outstanding share capital in any Controlled Entity was issued in violation of pre-emptive or similar rights of any security holder of such Controlled Entity.