Common use of Financial Statements; Absence of Undisclosed Liabilities Clause in Contracts

Financial Statements; Absence of Undisclosed Liabilities. Buyer has delivered to the Sellers true and correct copies of its audited balance sheet and related statements of income, stockholders equity and cash flows for the period ending March 31, 2002 and its unaudited balance sheet and related statements of income, stockholders equity and cash flows for the period ending March 31, 2003 (collectively, the "Buyer Financials"). All of the Buyer Financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except that such financial statements for the period ending March 31, 2003 are subject to customary year-end audit adjustments, none of which shall, individually or in the aggregate, be material) and fairly present in all material respects the financial position and the results of operations of the Buyer for the periods covered thereby. Buyer does not have any material liabilities, commitments or obligations, whether accrued, absolute, contingent or otherwise, that have not been (i) in the case of liabilities, commitments and obligations of a type customarily reflected on the balance sheet of the Buyer, reflected on the Buyer Financials or in the footnotes thereto in accordance with GAAP, or incurred, consistent with past practice, in the ordinary course of business since the date of the Buyer Financials, and that are not material either individually or in the aggregate, other than indebtedness permitted hereby pursuant to Section 3.4(b) hereof, or (ii) in the case of all other types of liabilities and obligations, as set forth on Schedule 2.3(e) hereto.

Financial Statements; Absence of Undisclosed Liabilities. Buyer has delivered to The audited financial statements for fiscal years ended June 30, 2006 and 2007 and the Sellers true and correct copies of its audited balance sheet and related unaudited financial statements of income, stockholders equity and cash flows for the period ending fiscal quarters ended September 30, 2007, December 31, 2007 and March 31, 2002 and its unaudited balance sheet and related statements of income, stockholders equity and cash flows for the period ending March 31, 2003 (collectively, the "Buyer Financials"). All 2008 of the Buyer Financials Shen Kun Companies (the “Shen Kun Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (involved, except that as may be otherwise specified in such financial statements for or the period ending March 31notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, 2003 are subject to customary year-end audit adjustments, none of which shall, individually or in the aggregate, be material) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations of the Buyer and cash flows for the periods covered therebythen ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Buyer does not The Shen Kun Companies have any material liabilitiesno debt, commitments obligation or obligations, liability (whether accrued, absolute, contingent contingent, liquidated or otherwise, that whether due or to become due, whether or not known to the Shen Kun Companies) arising out of any transaction entered into at or prior to the Closing Date or any act or omission at or prior to the Closing Date, except to the extent set forth on or reserved against on the Shen Kun Companies’ audited financial statements for the fiscal years ended June 30, 2006 and 2007 and the unaudited financial statements for the fiscal quarters ended September 30, 2007, December 31, 2007 and March 31, 2008. All debts, obligations or liabilities with respect to directors and officers of the Shen Kun Companies will be cancelled prior to the Closing. The Shen Kun Companies have not been (i) incurred any liabilities or obligations under agreements entered into, except in the case of liabilities, commitments usual and obligations of a type customarily reflected on the balance sheet of the Buyer, reflected on the Buyer Financials or in the footnotes thereto in accordance with GAAP, or incurred, consistent with past practice, in the ordinary course of business since the date of the Buyer Financials, and that are not material either individually or except as otherwise provided in the aggregateShen Kun Financial Statements since July 31, other than indebtedness permitted hereby pursuant to Section 3.4(b) hereof, or (ii) in the case of all other types of liabilities and obligations, as set forth on Schedule 2.3(e) hereto2007.

Financial Statements; Absence of Undisclosed Liabilities. Buyer has delivered to Section 2.7 of the Sellers true and correct copies of its Company Schedule sets forth the audited balance sheet sheets of Company at December 31, 2000 and 1999 and the related statements of incomeoperations, stockholders shareholders' equity and cash flows for the period ending March three years ended December 31, 2002 and its unaudited balance sheet and 2000 (including the related statements notes thereto) of incomeCompany, stockholders equity and cash flows for the period ending March 31, 2003 (collectively, the "Buyer Financials"). All of the Buyer Financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except that such financial the "Audited Financial Statements"), and the unaudited balance sheet of the Company at September 30, 2001 and the related statements of operations, shareholders equity and cash flows for the period ending March 31nine-month periods ended September 30, 2003 2001 and 2000 (the "Unaudited Financial Statements" and with the Audited Financial Statements, collectively the "Financial Statements"). The Financial Statements are subject to customary year-end audit adjustments, none of which shall, individually or in the aggregate, be material) and fairly present complete in all material respects (subject in the case of the Unaudited Financial Statements, to normal year-end adjustments and the lack of notes), and present the financial position and the results of operations of the Buyer Company as of December 31, 2000 and 1999 and September 30, 2001 and for the periods covered thereby. Buyer does not have any material liabilities, commitments or obligations, whether accrued, absolute, contingent or otherwise, that have not been (i) in the case of liabilities, commitments and obligations of a type customarily reflected on the balance sheet of the Buyer, reflected on the Buyer Financials or in the footnotes thereto in accordance with GAAP, and comply as to form in all material respects with applicable accounting requirements. Except as reflected, reserved against or incurredotherwise disclosed in the Financial Statements and liabilities incurred since September 30, consistent with past practice, 2001 in the ordinary course of business since the date of the Buyer Financialsbusiness, and that are Company does not material either individually have any indebtedness or in the aggregate, other than indebtedness permitted hereby pursuant to Section 3.4(b) hereof, or (ii) in the case of all other types of liabilities and obligations, as set forth on Schedule 2.3(e) heretoliability.

Financial Statements; Absence of Undisclosed Liabilities. Buyer has delivered to The audited financial statements for fiscal years ended December 31, 2008 and 2007 and the Sellers true and correct copies of its audited balance sheet and related unaudited financial statements of income, stockholders equity and cash flows for the period ending fiscal quarters ended March 31, 2002 2009, June 30, 2009 and September 30, 2009 of DE Qinba and its unaudited balance sheet and related statements of income, stockholders equity and cash flows for Subsidiaries (the period ending March 31, 2003 (collectively, the "Buyer Financials"). All of the Buyer Financials “DE Qinba Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (involved, except that as may be otherwise specified in such financial statements for or the period ending March 31notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, 2003 are subject to customary year-end audit adjustments, none of which shall, individually or in the aggregate, be material) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations of the Buyer and cash flows for the periods covered therebythen ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Buyer does not DE Qinba and its Subsidiaries have any material liabilitiesno debt, commitments obligation or obligations, liability (whether accrued, absolute, contingent contingent, liquidated or otherwise, that have whether due or to become due, whether or not been (iknown to DE Qinba) in arising out of any transaction entered into at or prior to the case of liabilitiesClosing Date or any act or omission at or prior to the Closing Date, commitments and obligations of a type customarily reflected on except to the balance sheet of the Buyer, reflected on the Buyer Financials or in the footnotes thereto in accordance with GAAP, or incurred, consistent with past practice, in the ordinary course of business since the date of the Buyer Financials, and that are not material either individually or in the aggregate, other than indebtedness permitted hereby pursuant to Section 3.4(b) hereof, or (ii) in the case of all other types of liabilities and obligations, as extent set forth on Schedule 2.3(e) heretoor reserved against on DE Qinba’s audited financial statements for the fiscal years ended December 31, 2008 and 2007 and the unaudited financial statements for the fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. All debts, obligations or liabilities with respect to directors and officers of DE Qinba will be cancelled prior to the Closing.