ADJUSTMENTS IN CAPITAL STRUCTURE. In the event that the outstanding shares of the Common Stock of the Corporation shall be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities, whether through reorganization, recapitalization, stock split-up, combination of shares, stock dividend, merger, consolidation or any other change in corporate structure affecting the Common Stock of the Corporation, appropriate adjustments shall be made by the Committee in the number and kind of shares or other securities available for purchase hereunder and subject to any purchase rights then outstanding, and/or the purchase price thereof. Any determination by the Committee of any adjustment to be made in any contingency under this Paragraph, along with such other action as the Committee shall deem appropriate under the circumstances, shall be final.

Capital Structure. The authorized capital stock of the Company consists of 2,990,000,000 shares of Common Stock, of which 449,406,030 shares shall be issued and outstanding immediately prior to the Closing. As of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company. As of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Company or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Company or any other securities of the Company.

Capital Structure. The authorized capital stock of FDOC consists of 10,000,000 shares of Preferred Stock, of which Nil are issued and 2,990,000,000 shares of Common Stock, of which 449,406,030 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in FDOC’s public securities filings, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of FDOC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of FDOC. Except as disclosed in the FDOC’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which FDOC is a party or by which it is bound obligating FDOC to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of FDOC or other equity or voting securities of FDOC or obligating FDOC to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of FDOC to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of FDOC or any other securities of FDOC. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which FDOC is or could be required to register the FDOC’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of FDOC Stock or with respect to any securities of FDOC. The issuance of the FDOC Stock will not trigger any anti-dilution rights of any existing securities of FDOC. Except as disclosed in the FDOC’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from FDOC, or otherwise require the FDOC to issue, any shares of capital stock of FDOC or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of FDOC.

Capital Structure. The authorized capital stock of Cafesa is set forth on [Exhibit 3.1](C). All outstanding shares of capital stock of Cafesa are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Capital Structure. Prior to the acquisition, NOVA's capital structure consisted of RMB 5,000,000 capital shares. The NOVA shares were duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of NOVA having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of NOVA may vote. The NOVA Disclosure Schedule sets forth the outstanding Capitalization of NOVA. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which NOVA is a party or by which it is bound obligating NOVA to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of NOVA or obligating NOVA to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of NOVA to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of NOVA. There are no agreements or arrangements pursuant to which NOVA is or could be required to register shares of NOVA Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of NOVA with respect to securities of NOVA .

Capital Structure. As of May 15, 2017, UBI had 30,717,046 Series A shares of common stock, par value $0.001 per share issued and outstanding and 6,000,000 Series B shares of common stock, par value $0.001, issued and outstanding and 48.400,000 Series C shares of common stock, par value $0.001 issued and outstanding. These shares of which have been validly issued, are fully paid and nonassessable, and they were issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which UBI is a party or by which any of them is bound obligating UBI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of UBI or obligating UBI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of UBI or obligating UBI to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of UBI to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of UBI.

Capital Structure. [Schedule 9.1.4(a)] shows, for each Borrower and, as of the Closing Date, each Borrower’s Domestic Subsidiaries, if any, its name, jurisdiction of organization, authorized and issued Equity Interests, the holders of its Equity Interests (except for in the case of ​), and agreements binding on such holders with respect to such Equity Interests. Each Borrower has good title to its Equity Interests in its Domestic Subsidiaries, and all such Equity Interests are duly issued, fully paid and non-assessable. Except as provided in or as a result of Borrowers’ Stock Option Plans set forth on [Schedule 9.1.4(b)], there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Borrower or its Domestic Subsidiaries.

Adjustments for Changes in Capital Structure. In the event of any change in capital structure or business of the Company by reason of a transaction or event described in [Section 1.6.4] of the Plan, the Committee shall make appropriate adjustments described in said [Section 1.6.4] as are equitable and reasonably necessary or desirable to preserve the intended benefits under this Agreement.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company. The Board of Directors does not establish quantitative returns on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. Management considers the Company’s capital structure to primarily consist of the components of shareholder’s equity.

Capital Adjustments and Reorganizations. The number of Restricted Stock Units covered by the Award will be subject to equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split, share combination, separation, reorganization, liquidation or the like, of or by the Company. In the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection with such substitution the surrender of the Award so replaced.