Common use of Statement and Guarantee Clause in Contracts

Statement and Guarantee. 1. Jiu Sheng Investment makes the following irrevocable statements and guarantees to Manwide Holdings: (1) Jiu Sheng Investment warrants that, Manwide Holdings may legally transfer or lease out the Subject Property (or part of Xiangzhang Garden) subject to relevant legal approval procedures; (2) Jiu Sheng Investment shall ensure that no liability or right of any nature concerning the Subject Property will be created in favor of the construction contractors due to their construction works. In case of any economic loss of any nature suffered by Manwide Holdings as a result of any dispute between Jiu Sheng Investment and the construction contractors, Jiu Sheng Investment shall assume the liability arising from breaching this Contract and shall provide complete and adequate compensation; (3) Jiu Sheng Investment is a company duly registered under the laws of People's Republic of China with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. Jiu Sheng Investment can also be taken as an independent party of legal proceedings; (4) Before and upon signing of this Contact, there is no legal proceedings against Jiu Sheng Investment threatening or pending which may affect the fulfillment of obligations by Jiu Sheng Investment hereunder; (5) The execution and the implementation of this Contract constitute no violation of any law, regulation and policy of the People's Republic of China; (6) The execution and implementation of this Contract by Jiu Sheng Investment constitute no violation of any provision of its Articles of association, nor any stipulation in contracts or agreements signed with third parties; and (7) The undertakings and guarantees made by Jiu Sheng Investment hereunder are true, accurate and complete, without any withheld or misleading information. Jiu Sheng Investment guarantees to compensate all the losses suffered by Manwide Holdings due to untruth, inaccuracy or incompletion of the undertakings or guarantees made by it. 2. Manwide Holdings makes the following irrevocable statements and guarantees to Jiu Sheng Investment: (1) Manwide Holdings is a company duly registered under the laws of British Virgin Island with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. Manwide Holdings can be taken as an independent principal of legal proceedings; (2) Upon the establishment of ▇▇▇▇▇ Property in future, ▇▇▇▇▇ Property will immediately become a company duly registered under the laws of People's Republic of China with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. ▇▇▇▇▇ Property can be taken as an independent principal of legal proceedings; (3) The execution and the implementation of this Contract constitute no violation of any laws of British Virgin Island or the People's Republic of China; (4) The execution and implementation of this Contract by Manwide Holdings constitute no violation of any provision of its Articles of association, nor any stipulation in contracts or agreements signed with third parties; (5) The undertakings and guarantees made by Manwide Holdings hereunder are true, accurate and complete, without any withheld or misleading information. Manwide Holdings guarantees to compensate all the losses suffered by Jiu Sheng Investment due to the untruth, inaccuracy or incompletion of the undertakings or guarantees made by it; and (6) Manwide Holdings shall be liable to pay each installment hereunder as scheduled and assist Jiu Sheng Investment in going through the procedures for the transfer of the real estate ownership of the Subject Property. 3. Jiu Sheng Investment agrees that, upon signing of this Contract, it will immediately provide a copy of "Third Party Guarantee" to Manwide Holdings, whose content and guarantor shall be certified and confirmed by Manwide Holdings (If Manwide Holdings disagrees, Jiu Sheng Investment shall amend or alter it to the satisfaction of Manwide Holdings). The "Third Party Guarantee" shall be enclosed as an annex to this Contract and shall specify that the guarantor shall undertake the following responsibilities:

Statement and Guarantee. 1. Jiu Sheng Investment makes the following irrevocable statements and guarantees to Manwide Holdings: (1) Jiu Sheng Investment warrants that, Manwide Holdings may legally transfer or lease out the Subject Property (or part of Xiangzhang Garden) subject to relevant legal approval procedures; (2) Jiu Sheng Investment shall ensure that no liability or right of any nature concerning the Subject Property will be created in favor of the construction contractors due to their construction works. In case of any economic 243 loss of any nature suffered by Manwide Holdings as a result of any dispute between Jiu Sheng Investment and the construction contractors, Jiu Sheng Investment shall assume the liability arising from breaching this Contract and shall provide complete and adequate compensation; (3) Jiu Sheng Investment is a company duly registered under the laws of People's Republic of China with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. Jiu Sheng Investment can also be taken as an independent party of legal proceedings; (4) Before and upon signing of this Contact, there is no legal proceedings against Jiu Sheng Investment threatening or pending which may affect the fulfillment of obligations by Jiu Sheng Investment hereunder; (5) The execution and the implementation of this Contract constitute no violation of any law, regulation and policy of the People's Republic of China; (6) The execution and implementation of this Contract by Jiu Sheng Investment constitute no violation of any provision of its Articles of association, nor any stipulation in contracts or agreements signed with third parties; and (7) The undertakings and guarantees made by Jiu Sheng Investment hereunder are true, accurate and complete, without any withheld or misleading information. Jiu Sheng Investment guarantees to compensate all the losses suffered by Manwide Holdings due to untruth, inaccuracy or incompletion of the undertakings or guarantees made by it. 2. Manwide Holdings makes the following irrevocable statements and guarantees to Jiu Sheng Investment: (1) Manwide Holdings is a company duly registered under the laws of British Virgin Island with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. Manwide Holdings can be taken as an independent principal of legal proceedings; (2) Upon the establishment of ▇▇▇▇▇ Property in future, ▇▇▇▇▇ Property will immediately become a company duly registered under the laws of People's Republic of China with limited liability in its legal existence, with the qualification of an independent legal person, a complete and independent legal status and legal capacity to sign and perform this Contract. ▇▇▇▇▇ Property can be taken as an independent principal of legal proceedings; (3) The execution and the implementation of this Contract constitute no violation of any laws of British Virgin Island or the People's Republic of China; (4) The execution and implementation of this Contract by Manwide Holdings constitute no violation of any provision of its Articles of association, nor any stipulation in contracts or agreements signed with third parties; (5) The undertakings and guarantees made by Manwide Holdings hereunder are true, accurate and complete, without any withheld or misleading information. Manwide Holdings guarantees to compensate all the losses suffered by Jiu Sheng Investment due to the untruth, inaccuracy or incompletion of the undertakings or guarantees made by it; and (6) Manwide Holdings shall be liable to pay each installment hereunder as scheduled and assist Jiu Sheng Investment in going through the procedures for the transfer of the real estate ownership of the Subject Property. 3. Jiu Sheng Investment agrees that, upon signing of this Contract, it will immediately provide a copy of "Third Party Guarantee" to Manwide Holdings, whose content and guarantor shall be certified and confirmed by Manwide Holdings (If Manwide Holdings disagrees, Jiu Sheng Investment shall amend or alter it to the satisfaction of Manwide Holdings). The "Third Party Guarantee" shall be enclosed as an annex to this Contract and shall specify 244 that the guarantor shall undertake the following responsibilities: