Common use of Statement and Commitment Clause in Contracts

Statement and Commitment. 3.1 The statement and commitment made by Party B are as follows: 3.1.1 It has the complete rights and authorization to sign and perform this Agreement; 3.1.2 It performs this Agreement and the obligations under this Agreement and will not breach the laws, regulations and other agreements which is binding upon Party B, and no governmental approval or authorization is required; 3.1.3 No lawsuit, arbitration or other judicial or administrative proceedings which is pending or may materially affect the fulfillment of this Agreement exists; 3.1.4 It has disclosed the conditions which may have disadvantageous effects on the fulfillment of this Agreement to Party A; 3.1.5 It does not go bankrupt, and its financial status is steady and good; 3.1.6 Its holding of Party C’s equity has no pledge, security, liabilities and other undertakings of third party rights, and it is free from the claims of the third parties; 3.1.7 It will not set any pledge, liabilities and other undertakings of third party rights, and it will not dispose its holding equity to the parties other than Party A or its designated third party by means of transfer, bestowal, pledge or the other means; 3.1.8 The selection right it authorized to Party A shall be exclusive, and Party B shall not authorize the selection right or the similar rights to the parties other than Party A or its designated third party; 3.1.9 Within the validity term of this Agreement, the business of Party C shall be in conformity to the laws, regulations, rules and other management rules and guidelines issued by the competent governmental authority, and no circumstances which breaches the said regulations and causes gross disadvantageous effects on the business or assets of the company exists; 3.1.10 Maintain the good standing of Party C pursuant to the good financial and commercial standards and practices. Manage its businesses and handle the business affairs cautiously and effectively, make the best efforts to ensure the permit certificate, license and official documents, etc. required for the sustainable operation of Party C, and ensure that these permit certificate, license and official documents, etc. will not be cancelled, withdrawn or become invalid; 3.1.11 Upon the request of Party A, it shall provide all the operating and financial documents related to Party C; 3.1.12 Before Party A (or its designated third party) exercises the selection right and acquires all equities or interests from Party C, unless to be otherwise approved by Party A (or its designated third party) in writing, Party C shall not behave as follows: (a) Dispose any asset, business or income by means of sale, transfer, pledge or other means, or allow the setting of any other security interest (excluding the security interest caused during normal or daily business process or being disclosed to Party A and having been approved by Party A in writing in advance); (b) Engage in the transaction which has materially disadvantageous effects on its assets, responsibility, operation, equity and other legal rights (excluding the transaction caused during normal or daily business process or being disclosed to Party A and having been approved by Party A in writing in advance); (c) Distribute the dividend and bonus to each shareholder by any means; (d) Incur, inherit, guarantee or allow the existence of any liability, excluding (i) the liabilities incurred during the normal or daily business process rather than by means of loan; (ii) the liabilities which have been disclosed to Party A and approved by Party A in writing in advance; (e) Enter into any material contract, excluding the contracts signed in the normal business process (for this paragraph, if a contract value exceeds RMB [ ], it will be regarded as a material contract); (f) Decide to add or reduce the registered capital of Party C through the resolutions of the shareholders’ meeting, or change the structure of the registered capital separately; (g) Supplement, modify or alter the Articles of Association of Party C by any means; (h) Merge or combine with any other, or acquire any other or invest any other 3.1.13 Before Party A (or its designated third party) exercises the selection right to acquire all equities or assets of Party C, unless to be otherwise explicitly approved by Party A (or its third party) in writing, Party B shall not jointly or individually behave as follows: (a) Supplement, modify or alter the Articles of Association based documents by any form, and this kind of supplementation, modification or alteration will materially have disadvantageous effects on the assets, liabilities, operation, equity and other legal rights of Party C (excluding the circumstances which increase capital proportionally to meet the requirements of laws), or may affect the effective fulfillment of this Agreement as well as the other agreements entered into by and among Party A, Party B and Party C; (b) Make Party C to carry out the transaction which will materially have disadvantageous effects on the assets, liabilities, operation, equity and other lawful rights of Party C (excluding the one caused during normal or daily business process or being disclosed to Party A and having been approved by Party A in writing in advance); (c) Make the shareholders’ meeting of Party C to pass the resolutions concerning the distribution of dividend and bonus; (d) Dispose the legal or beneficial interest of the equity of Party C by means of sale, transfer, pledge or by other means at any time since the effective date of this Contract, or allow the setting of any other security interest; (e) Make the shareholder’s meeting of Party C approve the disposal of the legal or beneficial interest of any equity by means of sale, transfer, pledge or by other means, or allow the setting of any other security interest; (f) Make the shareholders’ meeting of Party C to approve the merger or combination between Party C and any other party, or acquire any other party or invest any other party, or recombine in any other form; (g) Carry out the completion of business, liquidation or dissolution of Party C of itself. 3.1.14 Before Party A (or its designated third party) exercises the selection right to acquire all equities or assets of Party C, the parties of Party B promise that: (a) Immediately give the written notification to Party A about the lawsuit, arbitration or administrative procedures occurred or possibly to be occurred concerning its holding equity, or the circumstances that may have disadvantageous effects on this equity; (b) Urge the shareholders’ meeting of Party C to approve the transfer of the purchased equity stated in this Agreement, urge Party C to alter its Articles of Association to reflect the transfer of the equity from the parties of Party B to Party A and/or its designated third party, as well as the other modification matters stated in this Agreement, and immediately apply to the competent authority in China for approval (if the laws require such approval) and transact the registration of change, and urge Party A to approve the assignment of Party A and/or its designated third party as the new director and new legal representative through the resolutions of the shareholders’ meeting; (c) To maintain its legal and effective ownership of equity, sign all the necessary or appropriate documents, take all the necessary or appropriate actions, and bring forward all the necessary and appropriate accusations or take all the necessary and appropriate defenses for all claims; (d) Upon the request of Party A at any time, it shall immediately transfer its equity to the designated third party at any time unconditionally and waive the first purchase right enjoyed during the transfer of said equity to another existing shareholder; (e) Strictly obey the regulations of this Contract and the other contracts jointly or individually entered into by and among the parties of Party B and Party A, fully fulfill the obligations under such contracts, and do not carry out any action/inaction that may affect the effectiveness and enforceability of such contracts. 3.2 Commitment Party B promises Party A that Party B will bear all expenses caused by the transfer of equity and transact all the necessary procedures required when Party A and/or its designated third party becomes the shareholder of Party C. The procedures include but not limited to assisting Party A to acquire the relevant necessary approval for equity transfer from the governmental department, submitting the documents such as Equity Transfer Agreement and the resolutions of the shareholders’ meeting, etc. to the relevant authority of industry and commerce, and amending the Articles of Association, the list of shareholders and the other Articles of Association based documents. 3.3 On the conclusion date of this Contract and each account day, the parties of Party B herby represent and warrant to Party jointly and individually as follows: (1) It is entitled to conclude and deliver this Contract, as well as any equity transfer agreement (each one is named as “Transfer Agreement”), which is entered into for each transfer of the purchased equity and regards Party B as one party, and it has the right and capacity to perform its obligations under this Contract and any transfer agreement. After the conclusion of this Contract and each transfer agreement regarding Party B as one party, it will become the legal, effective and binding obligations of Party B and it can be executed compulsorily in accordance with the terms; (2) No matter the conclusion and delivery of this Contract or the fulfillment of the obligations under this contract or any transfer agreement, it will not (i) breach any laws and regulations of the PRC; (ii) conflict to its Articles of Association or other organization documents; (iii) breach any contract or document which regards it as one party or is binding upon it, or breach the terms under any contract or document which regards it as one party or is binding upon it (iv) breach any relevant permission or approved authorization issued to it and/or condition for sustainable validity; or (v) result in the termination or cancellation of any permission or approval issued to it or the additional conditions; (3) The parties of Party B have good and available-for-sale ownership to its holding equity of Party C. The parties of Party B do not set any security interest on the said equity; (4) Party C has no unpaid liability, excluding (i) the liabilities incurred during its normal business; and (ii) the liabilities having been disclosed to Party A and approved by Party A in writing in advance; (5) Party C shall obey all the laws and regulations applicable to the acquisition of equity and assets; (6) Currently, there is no ongoing or pending or possible lawsuit, arbitration or administrative procedure relevant with the equity, the assets of Party C or related to Party C.

Statement and Commitment. 3.1 The statement authorized party represents and commitment made by Party B are warrants as follows: 3.1.1 It has the Have complete rights right and authorization to sign and perform this Agreement; 3.1.2 It performs The performance of this Agreement and the obligations under this Agreement and will does not breach violate the binding laws, regulations and other agreements which is binding upon Party Bagreements, and no governmental does not require the approval or authorization is requiredof government departments; 3.1.3 No lawsuitThere is no litigation, arbitration or other judicial or administrative proceedings which is pending or may materially likely to substantially affect the fulfillment performance of this Agreement existsAgreement; 3.1.4 It has disclosed to Party A all situations that may adversely affect the conditions which may have disadvantageous effects on the fulfillment performance of this Agreement to Party AAgreement; 3.1.5 It does has not go bankrupt, been declared bankrupt and its financial status position is steady and good;sound 3.1.6 Its holding The equity of Party C’s equity has no pledge, security, liabilities and other undertakings of third party rights, and it Zhuoxun Culture is free from the claims of any pledge, guarantee, liability and other third party’s rights and liabilities, and is free from recourse by the third parties;party, except for the equity pledge agreement signed by Party A and Party B 3.1.7 It will not set any pledge, liabilities and other undertakings third party’s rights and burdens on its equity of third party rightsZhuoxun Culture, and it will not dispose of its holding equity to Party A or other persons other than the parties third party designated by Party A by means of transfer, gift, pledge or any other means 3.1.8 The right of choice granted to Party A shall be exclusive, and the authorized party shall not grant the right of choice or similar rights to any person other than Party A or its designated third party by means of transfer, bestowal, pledge or the in any other means; 3.1.8 The selection right it authorized to Party A shall be exclusive, and Party B shall not authorize the selection right or the similar rights to the parties other than Party A or its designated third party;way 3.1.9 Within During the validity term of this Agreementagreement, the business of Party C shall be in conformity to Zhuoxun Culture complies with the laws, regulations, rules regulations and other management rules regulations and guidelines issued by the competent governmental authoritygovernment departments, and there is no circumstances violation of any of the above regulations, which breaches the said regulations and causes gross disadvantageous effects will have a significant adverse impact on the business or assets of the company existscompany; 3.1.10 Maintain the good standing existence of Party C pursuant to the Zhuoxun Culture in accordance with good financial and commercial standards and practices. Manage Prudently and effectively conduct its businesses business and handle the business affairs cautiously conduct its affairs, and effectively, make the use its best efforts to ensure that Zhuoxun Culture continues to operate with the permit certificatenecessary permits, license licenses and official documents, etc. required for the sustainable operation of Party Capprovals, and ensure that these permit certificatesuch permits, license licenses and official documents, etc. approvals will not be cancelled, withdrawn or become declared invalid; 3.1.11 Upon At the request of Party A, it shall provide all the operating operation and financial documents related to Party C;information of Zhuoxun Culture. 3.1.12 Before Party A (or its the third party designated third partyby Party A) exercises the selection right of option and acquires obtains all equities equity or interests from Party Cassets of Zhuoxun Culture, Zhuoxun Culture shall not do any of the following unless to be otherwise approved by it obtains the written consent of Party A (or its the third party designated third party) in writing, by Party C shall not behave as follows:A) (a) Dispose Sell, transfer, mortgage or otherwise dispose of any asset, business or income by means of sale, transfer, pledge or other meansincome, or allow the setting of to set up any other security interest on it (excluding except those arising in the security interest caused during normal or daily ordinary course of business process or being disclosed to Party A and having been approved by with Party A in writing in advanceA’s prior explicit written consent); and; (b) Engage in the Enter into a transaction which has that will materially disadvantageous effects on and adversely affect its assets, responsibilityliabilities, operationoperations, equity and other legal legitimate rights (excluding except those arising in the transaction caused during course of normal or daily business process or being disclosed to Party A and having been approved by with Party A in writing in advanceA’s prior explicit written consent); (c) Distribute the dividend To distribute dividends and bonus to each shareholder by shareholders in any meansform; (d) IncurIncurs, inheritinherits, guarantee guarantees or allow permits the existence of any liabilitydebt, excluding but (iI) the liabilities incurred during arises in the normal or daily ordinary course of business process rather than and not by means way of loan; (iiborrowing money（ II) the liabilities which except for debts that have been disclosed to Party A and approved have been expressly agreed in writing by Party A in writing in advance; (e) Enter into any material contract, excluding the contracts signed except in the normal course of business process (for the purposes of this paragraph, if the value of a contract value exceeds RMB [ ]1 million, it will shall be regarded as a material contract); (f) Decide to add To increase or reduce decrease the registered capital of Party C Zhuoxun Culture through the resolutions resolution of the shareholders’ meeting, or to change the structure of the registered capital separately; (g) Supplement, change or modify or alter the Articles articles of Association association of Party C by Zhuoxun Culture in any means;form (h) Merge To merge or combine associate with any otherperson, or to acquire any other or invest in any otherperson 3.1.13 Before Party A (or its the third party designated third partyby Party A) exercises the selection right of option to acquire all equities equity or assets of Party C, unless to be otherwise explicitly approved by Party A (or its third party) in writingZhuoxun Culture, Party B shall not jointly or individually behave as followsunilaterally carry out the following acts unless Party A (or the third party designated by Party A) expressly agrees in writing: (a) Supplement, change or modify or alter the Articles articles of Association based documents by association of Zhuoxun Culture in any form, and this kind of supplementationsuch supplement, change or modification or alteration will materially have disadvantageous effects on substantially and adversely affect the assets, liabilities, operation, equity and other legal rights of Party C Zhuoxun Culture (excluding except for the circumstances which case of capital increase capital proportionally in the same proportion to meet the requirements of lawslegal requirements), or may affect the effective fulfillment of this Agreement as well as the other agreements entered into by and among Party A, Party B and Party CEffective performance of other agreements signed by Zhuoxun Culture; (b) Make Party C Zhuoxun Culture to carry out the enter into a transaction which that will materially have disadvantageous effects on the substantially and adversely affect Zhuoxun Culture’s assets, liabilities, operationoperations, equity and other lawful legal rights of Party C (excluding except those arising in the one caused during normal or daily business process or being which have been disclosed to Party A and having been approved by obtained Party A in writing A’s explicit written consent in advance); and; (c) Make To urge the shareholders’ meeting of Party C Zhuoxun Culture to pass the resolutions concerning the distribution resolution of dividend and bonusdistribution; (d) Dispose Sell, transfer, mortgage or otherwise dispose of the legal or beneficial interest of the any equity of Party C by means of sale, transfer, pledge or by other means Zhuoxun Culture at any time since the effective date of this Contractcontract, or allow the setting of to set any other security interestinterest on it; (e) Make Urge the shareholder’s meeting board of Party C shareholders of Zhuoxun Culture to approve the sale, transfer, mortgage or other disposal of the legal or beneficial interest interests of any equity by means of sale, transfer, pledge or by other meansequity, or allow the setting establishment of any other security interestinterests on it; (f) Make Urge the shareholders’ meeting board of Party C shareholders of Zhuoxun Culture to approve the merger or combination between Party C and association of Zhuoxun Culture with any person, or the acquisition or investment of any person, or any other party, or acquire any other party or invest any other party, or recombine in any other formform of restructuring; (g) Carry out the completion of businessSelf-Liquidating, liquidation or dissolution of Party C of itself.Zhuoxun Culture 3.1.14 Before Party A (or its designated third party) exercises the selection right of option to acquire all equities equity or assets of Party CZhuoxun Culture, the parties of Party B promise undertakes that: (a) Immediately give the written notification to notify Party A about the lawsuitin writing of any litigation, arbitration or administrative procedures proceedings that have occurred or possibly may occur with respect to be occurred concerning its holding equitythe equity owned by Party A, or the circumstances any circumstance that may have disadvantageous effects any adverse effect on this such equity; (b) Urge the shareholders’ meeting of Party C Zhuoxun Culture to examine and approve the transfer of the purchased equity stated Purchased Equity specified in this Agreementagreement, urge Party C Zhuoxun Culture to alter amend its Articles articles of Association association to reflect the transfer of the equity from the parties of Party B to Party A and/or and / or its designated third party, as well as the and other modification matters stated changes described in this Agreementagreement, and immediately apply to the competent authority authorities in China for approval (if the laws require such approvalapproval is required by law) and transact the registration of changechange registration, and urge Party A Urge Zhuoxun Culture to approve the assignment appointment of Party A and/or its designated and / or the third party designated by Party A as the new director and new legal representative through the resolutions resolution of the shareholders’ meeting; (c) To In order to maintain its legal and effective ownership of the equity, sign all the necessary or appropriate documents, take all the necessary or appropriate actions, actions and bring forward make all the necessary and or appropriate accusations complaints or take make all the necessary and appropriate defenses for against all claims; (d) Upon Party A’s request at any time, Party A shall transfer its equity unconditionally and immediately to the request of third party designated by Party A at any time, it shall immediately transfer and give up its equity to the designated third party at any time unconditionally and waive the first purchase preemptive right enjoyed during the transfer of said equity to another existing shareholdershareholder for the above equity transfer; (e) Strictly obey abide by the regulations provisions of this Contract contract and the other contracts jointly or individually entered into separately signed by and among the parties of Party B and Party A, fully fulfill earnestly perform the obligations under such contracts, and do not carry out do any action/inaction act / omission that may affect the effectiveness validity and enforceability of such contracts. 3.2 Commitment Party B promises Party A that Party B will bear all expenses caused by the transfer of equity and transact all the necessary procedures required when Party A and/or its designated third party becomes the shareholder of Party C. The procedures include but not limited to assisting Party A to acquire the relevant necessary approval for equity transfer from the governmental department, submitting the documents such as Equity Transfer Agreement and the resolutions of the shareholders’ meeting, etc. to the relevant authority of industry and commerce, and amending the Articles of Association, the list of shareholders and the other Articles of Association based documents. 3.3 On the conclusion date of this Contract and each account day, the parties of Party B herby represent and warrant to Party jointly and individually as follows: (1) It is entitled to conclude and deliver this Contract, as well as any equity transfer agreement (each one is named as “Transfer Agreement”), which is entered into for each transfer of the purchased equity and regards Party B as one party, and it has the right and capacity to perform its obligations under this Contract and any transfer agreement. After the conclusion of this Contract and each transfer agreement regarding Party B as one party, it will become the legal, effective and binding obligations of Party B and it can be executed compulsorily in accordance with the terms; (2) No matter the conclusion and delivery of this Contract or the fulfillment of the obligations under this contract or any transfer agreement, it will not (i) breach any laws and regulations of the PRC; (ii) conflict to its Articles of Association or other organization documents; (iii) breach any contract or document which regards it as one party or is binding upon it, or breach the terms under any contract or document which regards it as one party or is binding upon it (iv) breach any relevant permission or approved authorization issued to it and/or condition for sustainable validity; or (v) result in the termination or cancellation of any permission or approval issued to it or the additional conditions; (3) The parties of Party B have good and available-for-sale ownership to its holding equity of Party C. The parties of Party B do not set any security interest on the said equity; (4) Party C has no unpaid liability, excluding (i) the liabilities incurred during its normal business; and (ii) the liabilities having been disclosed to Party A and approved by Party A in writing in advance; (5) Party C shall obey all the laws and regulations applicable to the acquisition of equity and assets; (6) Currently, there is no ongoing or pending or possible lawsuit, arbitration or administrative procedure relevant with the equity, the assets of Party C or related to Party C.