5.2 | (1) The Company is a limited liability company duly registered and legally existing under the laws of China and has an independent legal personality. It has the corporate right and legal authority to own or hold, lease and operate its assets and to operate its business now and in the past; (2) The Company has the complete business license required for its business operation when the Agreement takes effect, and it has full rights and qualifications to conduct its past and present business and the planned business within the territory of China; (3) The Company has been operating in accordance with law since its establishment, without any violation or possible violation of the regulations and requirements of industrial and commercial, tax, quality and technical supervision, labor, social security and other government authorities, and without any contract breach disputes; (4) The Company has not issued any option for any other equity to any other person, nor has it assumed any obligation for equity issuance; (5) The Company has the unblemished and tradable title to all the assets it owns or licensed to it, free of any encumbrance; (6) The Company has not granted any loan to any person or provided security for any debt of any person and has no outstanding indebtedness, except for (i) the reasonable liabilities incurred in the ordinary course of its business, and (ii) the liabilities that have been disclosed to and approved in writing by the Option Holder; (7) there is no pending or, to the knowledge of the Existing Shareholders and the Company, threatened action, litigation, claim or legal, administrative or arbitral proceeding or investigation concerning or relating to the Existing Shareholders, the property or assets of any Shareholder in connection with the business of the Company, the Company, or any assets of the Company; (8) The Company has been and is in compliance with all applicable laws, regulations, rules, orders, regulations, judgments or decrees, has not been accused of, or to the knowledge of the Existing Shareholders or the Company, is unlikely to be accused of, any breach of the foregoing regulatory documents, and has not been subject to any investigation into a possible breach of the foregoing regulatory documents; (9) The Company has been granted and owns all the necessary licenses to carry on its business and all such licenses are in full force and effect. There is no violation of any requirement of any license and there are no administrative or criminal proceedings determined, pending or threatened to revoke or restrict any license; (10) The Company has paid in full all of its income tax, value added tax, business tax and other taxes and all the underpayments, interest, additional taxes or interest, penalties and costs in connection with any proposed adjustment in dispute with respect to the foregoing. It has filed all the tax returns in time. There is no penalty or other charge payable for the late filing of any tax return of the Company, and there is no dispute or claim which may exist to the knowledge of the Existing Shareholders or the Company with respect to any tax of the Company; (11) The Company has never entered into, with any third party, any partnership or joint venture agreement, any agreement stating that the Company undertakes not to compete with any person in any industry or in any territory or any person undertakes not to compete with the Company in any industry or in any territory, any agreement relating to the acquisition by the Company of any equity interest in any third party or any agreement relating to borrowings; and (12) The Company has full and independent legal standing and capacity to enter into, deliver and perform the Agreement and can act as a subject of litigation independently. |