Common use of Financial Information; Books and Records Clause in Contracts

Financial Information; Books and Records. (a) The Seller SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies. (b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended China Online as of December 31, 2005, December 31, 2006 and December 31, 20072008, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholders’ equity and comprehensive income cash flows of China Online for the Sellernine (9) month period then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the SellerChina Online’s independent accountants auditors (collectively referred to herein as the “Seller China Online Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller China Online as of September 30March 31, 20082009, and the related unaudited consolidated statements of operations income, retained earnings, shareholders’ equity and cash flows of the SellerChina Online, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business China Online Interim Financial Statements”)) have been delivered by SINA to CRIC. The Seller Financial Statements, the Seller Interim China Online Financial Statements and the Business China Online Interim Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group China Online Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group China Online Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of China Online, and (IV) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Seller, its subsidiaries, financial condition of the Companies, the Subsidiaries China Online Companies and the Group Companiesresults of the operations of the China Online Companies as of the dates thereof or for the periods covered thereby. (b) Since December 31, 2005, there has been no change in any The books of account and other financial records of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the China Online Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that : (i) transactions are executed reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with management’s general or specific authorization; GAAP applied on a basis consistent with the past practices of the China Online Companies, respectively, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; do not contain or reflect any material inaccuracies or discrepancies and (iii) access to assets is permitted only have been maintained in accordance with management’s general or specific authorization; good business and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesaccounting practices.

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the audited consolidated unaudited balance sheet of dated December 31, 2015, and the Seller audited accounts for each of the three fiscal financial years ended as of December 31, 20052014, December 31, 2006 2013 and December 31, 20072012 of Ibis China Investment, (ii) audited accounts for each of the Transferred Subsidiaries (other than TAHM PRC) for each of the financial years ended as of December 31, 2014, December 31, 2013 and December 31, 2012, and (iii) the related unaudited balance sheet dated December 31, 2015 and the audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income accounts for each of the Sellerfinancial years ended as of December 31, together with all related notes 2014, December 31, 2013 and schedules theretoDecember 31, accompanied by the reports thereon 2012 of the Seller’s independent accountants TAHM and TAHM PRC (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has have been provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”)Purchaser. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (Ii) were prepared in accordance with the books of account and other financial records of the SellerIbis China Investment, its subsidiaries, the Companies, the Subsidiaries TAHM and the Group Companieseach Transferred Subsidiary, (IIii) present fairly in all material respects the consolidated financial condition of Ibis China Investment, TAHM and results of operations of the Sellereach Transferred Subsidiary, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered therebydate thereof, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with Hong Kong GAAP (with respect to Ibis China Investment and TAHM) or PRC GAAP (with respect to the Transferred Subsidiaries) applied on a basis consistent with the past practices (subject, in the case of all unaudited accounts in this Section 3.10(a), to normal year-end adjustments (which will not be material) and the absence of disclosures normally made in footnotes), and (iv) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the Sellerfinancial condition of Ibis China Investment, its subsidiariesTAHM and each Transferred Subsidiary, as of the Companies, the Subsidiaries and the Group Companiesdate thereof. (b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that Financial Statements (i) transactions are executed reflect all material items of income and expense and all material assets and Liabilities required to be reflected therein in accordance with management’s general Hong Kong GAAP or specific authorization; PRC GAAP applied on a basis constituent with past practices of the Ibis China Investment, TAHM and each Transferred Subsidiary, and (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statementsall material respects complete and correct, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general do not contain or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to reflect any differencesmaterial inaccuracies or discrepancies.

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the Chinese Statuary audited consolidated balance sheet of the Seller Boke for each of the three fiscal years ended as of December 31, 2004, 2005, December 31, 2006 and December 31, 20072006, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholdersstockholders’ equity and comprehensive income changes in financial position of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Boke. (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller Boke as of September 3031, 20082007, and the related unaudited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the SellerBoke, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Interim Financial Statements”)) have been delivered by the Boke to AOBO. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements Reference Balance Sheet (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesBoke, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Boke as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with Chinese GAAP applied on a basis consistent with the past practices of the SellerBoke, its subsidiaries, the Companies, the Subsidiaries and the Group Companies. (b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the recorded accountability consolidated financial condition of Boke and the results of the operations of Boke as of the dates thereof or for the periods covered thereby. The books of account and other financial records of Boke: (i) reflect all items of income and expense and all assets is compared and Liabilities required to be reflected therein in accordance with Chinese GAAP applied on a basis consistent with the existing assets at reasonable intervals past practices of Boke, respectively, (ii) are in all material respects complete and appropriate action is taken correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with respect to any differencesgood business and accounting practices. Boke has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the Boke Financial Statements or the Interim Financial Statements that have not been paid or discharged since the date(s) thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement. Since the Reference Balance Sheet Date, the business of Boke has been conducted in the ordinary course and consistent with past practice.

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the audited consolidated balance sheet of the Seller Zoi for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, 2005 and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholders’ stockholders' equity and comprehensive income cash flows of the SellerZoi, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent Zoi's accountants (collectively referred to herein as the “Seller "Zoi Financial Statements”") and (ii) the unaudited condensed consolidated balance sheet of the Seller Zoi as of September 30, 20082006 (the "Zoi Interim Balance Sheet"), and the related unaudited consolidated statements of operations income, retained earnings, stockholders' equity and cash flows of the SellerZoi, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business "Zoi Interim Financial Statements”)") have been made available or delivered by Zoi to the Company. The Seller Financial Statements, the Seller Interim Zoi Financial Statements and the Business Zoi Interim Financial Statements Statement (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesZoi, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of Zoi and its Subsidiaries as of the Sellerdates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of Zoi and (iv) include all material adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Zoi and its subsidiaries, the Companies, the Subsidiaries and the Group Companies results of the operations of Zoi and its Subsidiaries as of the dates thereof or for the periods covered thereby, except in that the case of the Seller unaudited Zoi Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and are subject to normal and recurring year-end adjustments, adjustments which are not expected to be material in amount. (b) The books of account and other financial records of Zoi and its Subsidiaries: (IIIi) have been prepared reflect in all material respects all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the SellerZoi and its Subsidiaries, its subsidiariesrespectively, the Companies(ii) are in all material respects complete and correct, the Subsidiaries and the Group Companies. do not contain or reflect any material inaccuracies or discrepancies and (biii) Since December 31, 2005, there has have been no change in any of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that (i) transactions are executed maintained in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted good business and accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencespractices.

Financial Information; Books and Records. (a) The Seller SEC Documents include True and complete copies of (i) the Chinese Statuary audited consolidated balance sheet of the Seller Xinan for each of the three fiscal years ended as of December 31, 2004, 2005, December 31, 2006 and December 31, 20072006, and the related audited consolidated statements of operationsincome, cash flowsretained earnings, and shareholdersstockholders’ equity and comprehensive income changes in financial position of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants Xinan. (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller Xinan as of September 30August 31, 20082007, and the related unaudited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows changes in financial position of the SellerXinan, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Interim Financial Statements”)) have been delivered by the Xinan to AOBO. The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements Reference Balance Sheet (Ii) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group CompaniesXinan, (IIii) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies Xinan as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (IIIiii) have been prepared in accordance with Chinese GAAP applied on a basis consistent with the past practices of the SellerXinan, its subsidiaries, the Companies, the Subsidiaries and the Group Companies. (b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the recorded accountability consolidated financial condition of Xinan and the results of the operations of Xinan as of the dates thereof or for the periods covered thereby. The books of account and other financial records of Xinan: (i) reflect all items of income and expense and all assets is compared and Liabilities required to be reflected therein in accordance with Chinese GAAP applied on a basis consistent with the existing assets at reasonable intervals past practices of Xinan, respectively, (ii) are in all material respects complete and appropriate action is taken correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with respect to any differencesgood business and accounting practices. Xinan has no material liabilities or obligations (absolute, accrued, contingent or otherwise) except (i) liabilities that are reflected and reserved against on the Xinan Financial Statements or the Interim Financial Statements that have not been paid or discharged since the date(s) thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement. Since the Reference Balance Sheet Date, the business of Xinan has been conducted in the ordinary course and consistent with past practice.