Common use of Consolidated Financial Statements Clause in Contracts

Consolidated Financial Statements. The consolidated financial statements included in each Registration Statement, the General Disclosure Package and the Final Prospectus, together with the related notes and schedules thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries and VIE as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in compliance as to form with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission and in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; the other financial information included in each of the Registration Statement, the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and the Controlled Entities, accurately and fairly presented and was prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the General Disclosure Package and the Final Prospectus that are not included as required; and the Company and the Controlled Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations) not described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Company has not received any notice, oral or written, from the Board stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the Board review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; and (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior fiscal year since inception.

Consolidated Financial Statements. The consolidated financial statements of the Issuer, together with related notes and schedules included or incorporated by reference in each the Registration Statement, the General Disclosure Package Prospectus and the Final Prospectus, together with the related notes and schedules theretoDisclosure Package, present fairly in all material respects the consolidated financial position of and the Company and its consolidated subsidiaries and VIE as of the dates shown and their results of operations and cash flows of the Issuer, at the indicated dates and for the periods shown, and such indicated periods. The Issuer’s financial statements have been (A) were prepared in compliance as to form accordance with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission and in conformity with the United States generally accepted accounting principles (“U.S. GAAP”) (except as may be indicated in the United States footnotes to such financials and that unaudited financial statements may not have notes thereto and other presentation items that may be required by U.S. GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis; basis unless otherwise noted therein throughout the other periods indicated, and (B) fairly present the consolidated financial information included in each condition and operating results of the Registration Statement, the General Disclosure Package and the Final Prospectus has been derived from the accounting records Issuer as of the Company dates and for the Controlled Entities, accurately periods indicated therein. The summary financial and fairly presented and was prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be statistical data included in the Registration Statement, the General Prospectus and the Disclosure Package presents fairly in all material respects the information shown therein, and such data has been compiled on a basis consistent with the consolidated financial statements presented therein and the Final books and records of the Issuer. The pro forma consolidated financial statements and other pro forma financial information included in the Registration Statement, Prospectus that are not included as required; and the Company Disclosure Package present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma consolidated financial statements, have been properly compiled on the pro forma bases described therein, and, in the opinion of the Issuer, the assumptions used in the preparation thereof are reasonable and the Controlled Entities do not have any material liabilities adjustments used therein are appropriate to give effect to the transactions or obligationscircumstances referred to therein. The statistical, direct or contingent (including any offindustry-balance sheet obligations) not described related and market-related data included in the Registration Statement, the General Prospectus and the Disclosure Package and the Final Prospectus. The Company has not received any notice, oral are based on or written, derived from the Board stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended sources that the Board review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; Issuer reasonably and (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior fiscal year since inceptiongood faith believes are reliable and accurate.

Consolidated Financial Statements. The consolidated financial statements included in each Registration Statement, the General Disclosure Package and the Final Prospectus, together with the related notes and schedules thereto, present fairly the consolidated financial position of the Company and its consolidated subsidiaries and VIE as of the dates shown and their results of operations and cash flows and changes in shareholders’ equity of the Company for the periods shown, and such financial statements have been prepared in compliance as to form in all material respects with the applicable accounting requirements of the Act and the related rules and regulations adopted by the Commission and in conformity with the generally accepted accounting principles in the United States applied on a consistent basisbasis throughout the periods presented (other than as described therein); the other financial information included in each of the Registration Statement, the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and the Controlled Entitiesits subsidiaries, accurately and fairly presented and was prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the General Disclosure Package and the Final Prospectus that are not included as required; and the Company and the Controlled Entities its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations) not described in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Company has not received any notice, oral or written, from the Board stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the Board review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; and (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior fiscal year since inception.