Common use of Statement and Guarantee Clause in Contracts

Statement and Guarantee. 4.1 Party A makes the following statements, guarantees and promises: 4.1.1 Party A is a wholly foreign-owned enterprise legally established and effectively existing in accordance with Chinese laws; 4.1.2 Party A has taken necessary corporate actions, obtained necessary powers and authorizations, and gotten the consent and approval of third parties and government departments (if necessary), thus being able to sign and deliver this Agreement and perform the responsibilities and obligations under this Agreement; 4.1.3 Any act of Party A in signing, delivering and fulfilling this Agreement will not cause it to violate any laws, regulations, authorizations, binding agreements on it, or other clear provisions; and 4.1.4 Party A acknowledges that the signing of this Agreement constitutes a legal document that is legal, effective, and binding and enforces its obligations in accordance with the terms of this Agreement. 4.2 Party B makes the following statements, guarantees and promises: 4.2.1 Party B is a domestic company legally established and validly existing in accordance with Chinese laws. Party B has obtained and will maintain all government approvals, reviews, permits, qualifications and licenses required to engage in the Main Business, and Party B guarantees that such approvals, reviews, permits, qualifications and licenses will continue to be valid and legal during the entire validity period of this Agreement and other related contracts. Party B can provide copies of all the aforementioned qualification certificates; 4.2.2 Party B has taken necessary corporate actions, obtained necessary powers and authorizations, and gotten the consent and approval of third parties and government departments (if necessary), thus being able to sign and deliver this Agreement and perform the responsibilities and obligations under this Agreement; 4.2.3 Any act of Party B in signing, delivering and fulfilling this Agreement will not cause it to violate any laws, regulations, authorizations, binding agreements on it, or other clear provisions; 4.2.4 Party B acknowledges that the signing of this Agreement constitutes a legal document that is legal, effective, and binding and enforces its obligations in accordance with the terms of this Agreement; 4.2.5 Party B will pay Party A service fees on time in accordance with this Agreement or other relevant contracts; 4.2.6 Upon the request of Party A, Party B shall provide Party A with relevant information and documents, and arrange a special person to assist Party A in conducting on-site investigations of Party B; 4.2.7 If necessary, Party B shall provide necessary working facilities and conditions to the special person arranged by Party A, and bear the corresponding expenses and costs; 4.2.8 Party B will do business in an effective, prudent and legal manner, and Party B will update its relevant approvals, reviews and permits in accordance with relevant laws and regulations, thus ensuring to maintain the validity of relevant approvals, reviews and permits; 4.2.9 In order to maintain the ownership of Party B to all of its assets, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints, or make necessary and appropriate defenses to all claims for rights; 4.2.10 Party B shall provide Party A with all technologies or other materials deemed necessary by Party A, and provide Party A with all necessary places and facilities required to perform this Agreement; 4.2.11 Party B shall promptly inform Party A of situations that have or may have a significant adverse impact on the business of Party B, and shall try its best to prevent from having such situations and/or expanding the corresponding losses; 4.2.12 Without the written consent of Party A, Party B shall not arbitrarily dispose of the important assets of Party B in any form, or change the existing equity structure of Party B; 4.2.13 Party B promises that it will cooperate with Party A or Party A’s designated party to conduct related party transaction audits and other various audits, provide Party A, its designated parties, or its appointed auditors with relevant information and materials related to Party B’s operations, business, customers, finances, employees, etc., and Party B agrees that the designated party of Party A can disclose such information and materials to meet the regulatory requirements of the securities listing place.

Statement and Guarantee. 4.1 Party A makes the following statements, guarantees 3.1 The Parties of this Agreement hereby represent and promiseswarrant as follows: 4.1.1 Party A (a) This party is a wholly foreign-owned enterprise legally established and effectively existing in accordance company with Chinese laws; 4.1.2 Party A has taken necessary corporate actions, obtained necessary powers and authorizationsgood standing or the individual having full capacity for civil conduct, and gotten has the consent full right and approval of third parties and government departments (if necessary), thus being able capacity to sign and deliver perform this Agreement and perform the responsibilities and obligations under other documents related to this Agreement; 4.1.3 Any act of Party A in signing, delivering and fulfilling this Agreement will not cause it to violate any laws, regulations, authorizations, binding agreements on it, or other clear provisions; and 4.1.4 Party A acknowledges that required for realizing the signing of this Agreement constitutes a legal document that is legal, effective, and binding and enforces its obligations in accordance with the terms of this Agreement. 4.2 Party B makes the following statements, guarantees and promises: 4.2.1 Party B is a domestic company legally established and validly existing in accordance with Chinese laws. Party B has obtained and will maintain all government approvals, reviews, permits, qualifications and licenses required to engage in the Main Business, and Party B guarantees that such approvals, reviews, permits, qualifications and licenses will continue to be valid and legal during the entire validity period of this Agreement and other related contracts. Party B can provide copies of all the aforementioned qualification certificates; 4.2.2 Party B has taken necessary corporate actions, obtained necessary powers and authorizations, and gotten the consent and approval of third parties and government departments (if necessary), thus being able to sign and deliver this Agreement and perform the responsibilities and obligations under this Agreement; 4.2.3 Any act of Party B in signing, delivering and fulfilling this Agreement will not cause it to violate any laws, regulations, authorizations, binding agreements on it, or other clear provisions; 4.2.4 Party B acknowledges that the signing of this Agreement constitutes a legal document that is legal, effective, and binding and enforces its obligations in accordance with the terms purposes of this Agreement; 4.2.5 (b) This party has taken or is going to take all the necessary actions, so as to appropriately and effectively authorize the signing, delivery and fulfillment of this Agreement and the documents related to the transactions under this Agreement, and such signing, delivery and fulfillment shall not breach the relevant laws and regulations as well as the governmental rules, without any violation of the legal rights and interests of any third party. 3.2 Party B will pay and Party C jointly and individually represent and warrant to Party A service fees on time in accordance with this Agreement or other relevant contracts;as follows: 4.2.6 Upon the request of Party A(a) Currently, Party B shall provide legally and effectively holds 100% equity of Party A with relevant information and documentsC, and arrange the acquisition and holding of such equity by Party B neither breach any law and regulation or the governmental decision, nor violate the interests and rights of any third party; (b) Party C is a special person company with limited liability which is established and legally existing under the laws of the People’s Republic of China, having full capacity for civil rights and capacity for civil conduct, being entitled to assist possess, dispose and manage its assets and businesses, as well as to develop the ongoing or planned business. Party A C has gained all the permit certificates, qualification certificates or the approval, verification, reference or registration procedures of the governmental department for engaging in conducting on-site investigations all said businesses stated in its business license; (c) Since the establishment of Party B; 4.2.7 If necessaryC, Party B shall provide necessary working facilities and conditions to it never breaches the special person arranged by Party A, and bear the corresponding expenses and costs; 4.2.8 Party B will do business in an effective, prudent and legal manner, and Party B will update its relevant approvals, reviews and permits in accordance with relevant laws and regulations, thus ensuring to maintain regulations or the validity of relevant approvals, reviews and permitsgovernmental rules; 4.2.9 In order to maintain the ownership (d) The equity of Party B to all of its assets, C held by Party B shall sign all necessary has no security interest or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints, or make necessary and appropriate defenses to all claims for rightsany other third party right; 4.2.10 (e) This Party B shall does not fail to provide any document or information related to Party A with all technologies or other materials deemed necessary by Party A, C and provide Party A with all necessary places and facilities required to perform its business which may affect the signing of this Agreement; 4.2.11 Party B shall promptly inform Party A (f) Before the completion of situations equity transfer, this party will not authorize or issue or promise to issue the equity other than the equity that have has been issued before the conclusion date of this Agreement by any action or may have a significant adverse impact on the business of Party Binaction, and shall try its best to prevent from having such situations and/or expanding the corresponding losses; 4.2.12 Without the written consent of Party A, Party B shall it will not arbitrarily dispose of the important assets of Party B in any form, or change the existing equity registered capital or shareholders’ structure of Party B; 4.2.13 Party B promises that it will cooperate with Party A or Party A’s designated party to conduct related party transaction audits and other various audits, provide Party A, its designated parties, or its appointed auditors with relevant information and materials related to Party B’s operations, business, customers, finances, employees, etcC by any form., and Party B agrees that the designated party of Party A can disclose such information and materials to meet the regulatory requirements of the securities listing place.