Common use of Subsidiaries and Affiliated Entities Clause in Contracts

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claimsLiens; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claimsLiens. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 identified on Schedule IV-A hereto (each a “Subsidiary” and collectively, the “Subsidiaries”) has been ), and the entities identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and IV-B hereto through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities ), has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the ProspectusTime of Sale 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, Prospectus Supplement and SEC Reportsexcept to the extent that the failure to be so qualified or be in good standing would not have a 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 paid and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each of the Affiliated Entity Entities have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiary or any other company over which it has direct or indirect effective control that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X or that is otherwise material to the Company.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) III-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) III-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, 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 incorporation, has the full corporate or other requisite power and authority 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 as described in the Time of Sale Prospectus Supplement and SEC Reportsthe Prospectus or for such qualification that would not have a 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 paid in accordance with its articles of association and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents articles of association and non-assessable and are owned directly as described in the Time of Sale Prospectus and the Prospectus, and, except as described in the Time of Sale Prospectus Supplement and SEC Reportsthe Prospectus, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control. 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 Affiliated Entities, taken as a whole, or on the ability of the Company and its Subsidiaries and Affiliated Entities to carry out their obligations under this Agreement and the Deposit Agreement.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) III-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) III-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and except as described in the Time of Sale Prospectus and Prospectus, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, except as described in the Time of Sale Prospectus and Prospectus, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus and Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive preemptive or similar rights of any security holder securityholder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each Except as set forth on Schedule 3.1(a), each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s principal direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) III-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) III-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation with limited liability and in good standing under the laws of the jurisdiction of its incorporation, has the full corporate or other power and authority to own its property property, and, except as described in the Time of Sale Prospectus and the Prospectus, to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsis 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; all of the equity interests of each Subsidiary (except (i) to 73.33% of the equity interests of Xxxxx Media International Ltd. and its equity interest in Xxxxx Technology Pte. Ltd. and (ii) to 93% of the equity interest in Fun Literature Limited and its subsidiaries) have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully timely paid in accordance with applicable laws and the articles of association or other constitutive or organizational documents of such entity and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully timely paid in accordance with its constitutive or organizational documents PRC Laws and the articles of association of such entity and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsand, except as described in the Time of Sale Prospectus, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) III-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) III-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus and Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (as such term is defined under in Rule 405 under the Securities Act, but for the avoidance of doubt, excluding any non-consolidated joint ventures, associates and their subsidiaries that are not controlled by the Company) (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) [V]-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has have been identified on Schedule 3.1(a) [V]-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the ProspectusTime of Sale 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, Prospectus Supplement and SEC Reportsexcept to the extent that the failure to be so qualified or be in good standing would not have a 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 paid in accordance with its articles of association and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each of the Affiliated Entity Entities have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents articles of association and non-assessable and are owned directly as described in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claimsclaims (other than the share pledges contemplated under the Corporate Structure Contracts, as defined below). None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the currently effective constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries (as defined under in Rule 405 under the Securities Act) of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on in Schedule 3.1(a) IV hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, incorporation and has the corporate power and authority to own its property properties and to conduct its business as described in the ProspectusTime of Sale 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, Prospectus Supplement and SEC Reportsexcept to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the equity interests of each Subsidiary have been duly and validly authorized and issued, are paid in accordance with the applicable laws of its jurisdiction and its articles of association and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and all of the equity interests of each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with the applicable laws of its jurisdiction and its articles of association and non-assessable assessable, are owned as described in the Time of Sale Prospectus and, except as described in the Time of Sale Prospectus, are free and clear of all liens, encumbrances, equities or claims; all . The equity interests of each of the equity interests in each Subsidiaries and Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was Entities were not issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no does not have direct or indirect Subsidiaries..effective control over any other entity.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 entities identified on Schedule IV hereto is a subsidiary of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto), and each of the entities identified on Schedule IV hereto is a consolidated entities which the Company controls and affiliated entity through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto(unless the context otherwise requires, reference to a “Subsidiary” or an “Affiliated Entity” also includes the branches established by such Subsidiary or Affiliated Entity). Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports; all of the equity interests of in 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 and applicable laws and regulations and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully duly paid in accordance with its constitutive or organizational documents articles of association and applicable laws and regulations and non-assessable and assessable, are owned directly as described in the Time of Sale Prospectus and the Prospectus and, except as described in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports, are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entities was issued in violation of pre-emptive preemptive or similar rights of any security holder securityholder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive constitutional or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control, except for those in aggregate are not material to the business or financial conditions of the Company, its subsidiaries and consolidated affiliated entities, taken as a whole.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 identified in Schedule IV (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements identified in Schedule V (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; except for the share pledge stipulated under the Corporate Structure Contracts as defined below, and all of the equity interests in each the Affiliated Entity Entities have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control. Each of the Subsidiaries and Affiliated Entities required to be identified on Exhibit 21.1 to the Registration Statement is so identified.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 identified on Schedule II-A hereto (each a “Subsidiary” and collectively, the “Subsidiaries”) has been ), and the entities identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and II-B hereto through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities ), has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the ProspectusTime of Sale 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, Prospectus Supplement and SEC Reportsexcept to the extent that the failure to be so qualified or be in good standing would not have a 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 paid (to the extent due and payable) and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each of the Affiliated Entity Entities have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents (to the extent due and payable) and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiary or any other company over which it has direct or indirect effective control that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X or that is otherwise material to the Company.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) III-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) III-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, 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 incorporation, has the full corporate or other power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsis 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 where the failure so to qualify would not, individually or in the aggregate, reasonably be expected to have a 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 paid and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsand, except as described in the Time of Sale Prospectus, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) IV-A hereto, and each of the consolidated entities which the Company controls and through which the Company conducts or previously has conducted its operations in the People’s Republic of China (“PRC”) and the Philippines by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) IV-B hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporationcorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsis 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 would not have a Material Adverse Effect; except as described in the Time of Sale 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 and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsand, except as described in the Time of Sale Prospectus, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder securityholder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control. 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 Affiliated Entities, taken as a whole, or on the ability of the Company and its Subsidiaries and Affiliated Entities to carry out their obligations under this Agreement and the Deposit Agreement.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; and all of the equity interests in each the Affiliated Entity Entities have been duly and validly authorized and issued, are fully duly paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims, except as provided in the contractual arrangements and disclosed in the Registration Statement and the Prospectus. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control. Each of the Subsidiaries and Affiliated Entities required to be identified on Exhibit 21.1 to the Registration Statement is so identified.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements arrangement (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing standing, as applicable, under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reportsis 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 have a 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 paid in accordance with its articles of association (or has been partially paid in installments in accordance with the relevant PRC laws and regulations and the articles of association of each such Subsidiary) and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; and all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive articles of association (or organizational documents has been partially paid in installments in accordance with the relevant PRC laws and regulations and the articles of association of each such Subsidiary) and non-assessable and are owned directly as described in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims, except for the pledges and options on the equity interests of the Affiliated Entities under the contractual arrangements as described in the Time of Sale Prospectus and the Prospectus. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other company over which it has direct or indirect effective control. Each of the Subsidiaries and Affiliated Entities required to be identified on Exhibit 21.1 to the Registration Statement is so identified.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a3(a)(i) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a3(a)(i) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reportsbusiness; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reportsdirectly, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 entities identified on Schedule IV-A hereto is a subsidiary of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto), and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(aIV-B hereto (for the avoidance of doubt, reference to a “Subsidiary” or an “Affiliated Entity” also includes the branch(es) heretoestablished by such Subsidiary or Affiliated Entity). Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the full corporate or other power and authority to own or lease its property and to conduct its business as described in the Time of Sale Prospectus, Prospectus Supplement and SEC Reportsis 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; all of the equity interests of in 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 and applicable laws and regulations and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are owned directly as described in the Time of Sale Prospectus and the Prospectus, are fully paid in accordance with its constitutive or organizational documents articles of association and applicable laws and regulations and non-assessable and, except as disclosed in the Time of Sale Prospectus and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued to or transferred among security holders in violation of pre(i) preemptive rights, rights of first refusal, rights of co-emptive sale or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity, or (ii) any applicable law, or (iii) any consent, approval, authorization, license or permit of, or filing or qualification with, including any application of any of the foregoing, or judgment, order, decree or arbitration award of, any domestic or foreign regulatory authority, governmental body, agency, self-regulatory organization, court or arbitrator (each, a “Governmental Authority”) having jurisdiction over the Company or any of the Subsidiaries and Affiliated Entities. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other companies over which it has direct or indirect effective control. Beijing Xiangshang Yingxin Science & Technology Co., Ltd (北京向上英鑫科技有限公司), an entity through which the Company used to conduct its operations by way of contractual arrangements, had been duly incorporated and validly existing as a corporation in good standing under the laws of the People’s Republic of China (the “PRC”) and had been in compliance with any provision of applicable law in all material respects until it had duly completed all the requested procedures with any applicable Governmental Authority in accordance with any applicable laws and was deregistered on January 21, 2019. None of Beijing Xiangshang Yingxin Science & Technology Co., Ltd, the Company or any of its Subsidiaries and Affiliated Entities has incurred, assumed or acquired any liabilities or obligations, direct or contingent, in connection with Beijing Xiangshang Yingxin Science & Technology Co., Ltd.

Subsidiaries and Affiliated Entities. Each of the Company’s direct (i) New Oriental Education Corporation, Beijing Judgment Education & Consulting Co., Ltd., Beijing Hewstone Technology Co., Ltd. and indirect subsidiaries as defined under Rule 405 Beijing Decision Education and Consulting Co., Ltd. (each a “Subsidiary” and collectively, collectively called the “Subsidiaries”); and (ii) has been identified on Schedule 3.1(aBeijing New Oriental Education & Technology (Group) heretoCo., Ltd., including each of its subsidiaries and each of the consolidated entities which schools operated by it (the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Consolidated Affiliated EntityEntities” and collectivelytogether with the Subsidiaries, collectively called the “Subsidiaries and Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities ), has been duly incorporated, incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate with power and authority (corporate and other) to own its property properties and to conduct its business as described in the Prospectus, Prospectus Supplement General Disclosure Package; and SEC Reportseach of the Subsidiaries and Affiliated Entities is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the equity interests issued and outstanding capital stock of each Subsidiary have of the Subsidiaries and Affiliated Entities has been duly authorized and validly authorized issued and issued, are is fully paid and nonassessable; and the capital stock of each of the Subsidiaries and Affiliated Entities owned directly or indirectly by the Company, are fully paid and non-assessable anddirectly or through Subsidiaries, are is owned free and clear of all from liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly encumbrances and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claimsdefects. None of the outstanding share shares of capital stock or equity interest in any Subsidiary of the Subsidiaries and Affiliated Entities was issued in violation of pre-emptive preemptive or similar rights of any security holder securityholder of such Subsidiaryentity. All The Memorandum and Articles of the Association or other constitutive or organizational documents of each of the Subsidiaries and Affiliated Entities comply with the requirements of applicable laws of law in its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC ReportsDocuments; all of the equity interests Equity Interests of each Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests Equity Interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC ReportsDocuments, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest Equity Interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 entities identified on Schedule III-A hereto is a subsidiary of the Company (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto), and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(aIII-B hereto (for the avoidance of doubt, reference to a “Subsidiary” or an “Affiliated Entity” also includes the branch(es) heretoestablished by such Subsidiary or Affiliated Entity). Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the full corporate or other power and authority to own or lease its property and to conduct its business as described in the Time of Sale 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 as described in the Time of Sale Prospectus Supplement and SEC Reportsor the Prospectus; all of the equity interests of in 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 and applicable laws and regulations and non-assessable and, and are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are owned directly as described in the Time of Sale Prospectus and the Prospectus, are fully paid in accordance with its constitutive or organizational documents articles of association and applicable laws and regulations and non-assessable and, except as disclosed in the Time of Sale Prospectus and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary or Affiliated Entity was issued in violation of pre-emptive preemptive or similar rights of any security holder of such SubsidiarySubsidiary or Affiliated Entity. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries..subsidiaries or any other companies over which it has direct or indirect effective control.

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) E-1 hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) E-2 hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and except as described in the General Disclosure Package and the Prospectus, has the corporate power and authority to own its property and to conduct its business as described in the General Disclosure Package and the Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the 6 General Disclosure Package and Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive preemptive or similar rights of any security holder securityholder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated EntitiesEntities which are listed in Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed with the Commission on April 30, 2020 (the “Annual Report”) and Optimal Power Limited, Dragon Force Global Limited and Full Lucky International Limited, the Company has no other direct or indirect Subsidiaries...

Subsidiaries and Affiliated Entities. Each of the Company’s direct and indirect subsidiaries as defined under Rule 405 (each a “Subsidiary” and collectively, the “Subsidiaries”) has been identified on Schedule 3.1(a) hereto, and each of the consolidated entities which the Company controls and through which the Company conducts its operations in the People’s Republic of China (“PRC”) by way of contractual arrangements (each an “Affiliated Entity” and collectively, the “Affiliated Entities”) has been identified on Schedule 3.1(a) hereto. Each of the Subsidiaries and Affiliated Entities has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, Prospectus Supplement and SEC Reports; 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 and non-assessable and, are free and clear of all liens, encumbrances, equities or claims; all of the equity interests in each Affiliated Entity have been duly and validly authorized and issued, are fully paid in accordance with its constitutive or organizational documents and non-assessable and are owned directly as described in the Prospectus, Prospectus Supplement and SEC Reports, free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries and 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 and Affiliated Entities, the Company has no direct or indirect Subsidiaries...