Financial Statements and Reports to Shareholders. (a) The Company shall keep true and accurate books of account and records in accordance with US GAAP, and make available to the each holder of Series A Preferred Shares (each, a "SERIES A SHAREHOLDER") in a form reasonably acceptable to the Series A Stockholders: (i) within thirty (30) days after the end of each month, an unaudited unconsolidated monthly income statement, balance sheet, and cash flow statement of the Operating Subsidiary; (ii) within one hundred twenty (120) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company (or, in the case of financial statements as of and for the year ended December 31, 2006, the Operating Subsidiary) as of the end of such year and audited consolidated statements of income and cash flow for such year, which year-end financial statements shall be prepared in accordance with US GAAP consistently applied and accompanied by an unqualified opinion of a "big four" firm of independent public accountants; (iii) at least thirty (30) days prior to the end of each fiscal year of the Group, the annual budget of the Group for the next fiscal year; and (iv) upon the written request by the Investor, any other information as the Investor shall reasonably request.
(b) Notwithstanding anything in this Agreement to the contrary, the Company may cease providing the information set forth in this Section 3.1(a) during the period starting from the date sixty (60) days prior to the Company's good faith estimate of the effective date of, and ending on a date one hundred eighty (180) days after the effective date of, the Registration effecting the Company' initial public offering pursuant to a Registration Statement, provided that such estimated date of the Registration Statement is not postponed by more than ninety (90) days.
Financial Statements and Reports to Shareholders. The Company will deliver to each Major Shareholder:
(a) within 90 days after each financial year (the “FY”), the annual audited consolidated accounts of the Company along with the annual audited accounts of each company in the Group as at the end of FY;
(b) within 30 days after end of each calendar month, the monthly management accounts of the Company and each company in the Group; and monthly operation reports (including sales, recruitment of employees, milestone schedules, business plans, projections, and forecasts);
(c) within 45 days after end of each quarter of each FY, the quarterly management accounts of the Company and each company in the Group; and
(d) at least 30 days before the end of each FY, the annual budget, profit forecast and operating plan for the next FY.
Financial Statements and Reports to Shareholders. As long as an Investor (together with any affiliate) or Investors advised by the same investment advisor or its transferee holds not less than 800,000 shares of Convertible Securities of the Company (or an equivalent number of shares consisting of Registrable Securities issued upon conversion or exercise of the Convertible Securities of the Company or a combination of such Registrable Securities and such Convertible Securities), as adjusted for recapitalizations, stock splits, stock dividends and the like, the Company will deliver to such Investor as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 days thereafter, an audited consolidated balance sheet of the Company as of the end of such year and audited consolidated statements of income, which year-end financial reports shall be in reasonable detail and shall be prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis for the period indicated and accompanied by the opinion of independent public accountants of nationally recognized standing selected by the Company.
Financial Statements and Reports to Shareholders. The Company shall deliver to each Investor:
(a) As soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, an audited balance sheet of the Company as of the end of such year and audited statements of income, shareholders' equity and cash flow for such year, which year-end financial reports shall be in reasonable detail and shall be prepared in accordance with generally accepted accounting principles and accompanied by the opinion of independent public accountants of nationally recognized standing selected by the Company;
(b) As soon as practicable after the end of each month and each quarter, and in any event within 30 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such period, and consolidated statements of income and cash flow for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles (other than the accompanying notes) and signed by the Chief Financial Officer or President of the Company certifying that they fairly and accurately present the financial condition and results of operation of the Company, subject to changes resulting from ordinary year-end audit adjustment;
(c) Contemporaneously with delivery to holders of Common Stock, a copy of each report of the Company delivered to holders of Common Stock; and
(d) An annual capitalization summary.
Financial Statements and Reports to Shareholders. As long as (x) any Investor holds at least 10% of the Preferred Stock and/or Ordinary Shares issued upon the conversion of such Preferred Stock or (y) the Capital Shareholders hold in the aggregate at least 10% of the Ordinary Shares (assuming the conversion of all issued Series A Preferred Stock), the Company shall deliver to each of such Investors and the Capital Shareholders, as the case may be, in English and in a form acceptable to such Person: (a) within 15 days after the end of each month, (i) an unaudited consolidated monthly income statement, balance sheet, and cash flow statement of the Company Group, and (ii) monthly management review reports detailing certain operational performance indicators of the Company Group and comparing the financial results with the corresponding monthly budgets; (b) within 90 days after the end of each fiscal year of the Company Group, (i) an audited consolidated balance sheet of the Company Group as of the end of that year and audited consolidated statements of income, shareholders’ equity, and cash flow for that year, which year-end financial statements shall be in reasonable detail and shall be prepared in accordance with US GAAP (or IFRS with US GAAP reconciling adjustments) consistently applied and accompanied by an opinion of a Big-four Accounting Firm, and (ii) the annual management review reports detailing certain operational performance indicators of the Company Group and comparing the financial results with the corresponding annual budgets; (c) within 45 days after the end of each fiscal quarter, (i) an unaudited consolidated quarterly income statement, balance sheet and cash flow statement of the Company Group, and (ii) quarterly management review reports detailing certain operational performance indicators of the Company Group and comparing the financial results with the corresponding quarterly budgets; (d) within 15 days prior to the end of each fiscal quarter of the Company Group, the quarterly budget for the next quarter; (e) within 30 days prior to the end of each fiscal year of the Company Group, the annual budget of the Company Group for the next fiscal year; and (f) copies of all documents or other information sent by the Company Group to any shareholder of any member of the Company Group. The delivery obligations of the Company to Investors and Capital Shareholders under this paragraph shall cease upon a Qualified IPO.
Financial Statements and Reports to Shareholders. The Company shall deliver to each Investor as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, an audited consolidated balance sheet of the Company as of the end of such year and audited consolidated statements of income, shareholders' equity and cash flow for such year, which year-end financial reports shall be in reasonable detail and shall be prepared in accordance with generally accepted accounting principles and accompanied by the opinion of independent public accountants of nationally recognized standing selected by the Company. In addition, the Company shall deliver to the Investors:
(a) contemporaneously with delivery to holders of Common Stock, a copy of each report of the Company delivered to holders of Common Stock and (b) an annual capitalization summary.
Financial Statements and Reports to Shareholders. The Company shall ------------------------------------------------ deliver to the Investors as soon as practicable after the end of each fiscal year of the Company, and in any event within 150 days thereafter, an audited consolidated balance sheet of the Company as of the end of such year and audited consolidated statements of income, shareholders' equity and cash flows for such year, which year-end financial reports shall be in reasonable detail and shall be accompanied by the opinion of independent public accountants of recognized national standing selected by the Company. As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company and in any event within 45 days thereafter, the Company shall deliver to the Investors a consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and consolidated statements of income and cash flows of the Company and its subsidiaries for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles, all in reasonable detail and signed, subject to changes resulting from year-end audit adjustments, by the principal financial or accounting officer of the Company.
Financial Statements and Reports to Shareholders. The Company shall deliver to each Investor as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, a consolidated balance sheet of the Company as of the end of such year and consolidated statements of income, shareholders' equity and cash flow for such year, which year end financial reports shall be in reasonable detail, shall be prepared in accordance with generally accepted accounting principles and shall be certified by independent public accountants selected by the Company. In addition, the Company shall deliver to the Investors:
(a) contemporaneously with delivery to holders of Common Stock, a copy of each report of the Company delivered to holders of Common Stock and (b) an annual capitalization summary.
Financial Statements and Reports to Shareholders. [Terminated]
Financial Statements and Reports to Shareholders. The Company covenants and agrees that, commencing on the date of this Agreement and ending upon a Qualified IPO, the Company shall deliver to each Investor in English and in a form acceptable to such Investor:
(a) within 90 days after the end of each fiscal year of the Group, an audited consolidated balance sheet of the Group as of the end of that year and audited consolidated statements of income, shareholders’ equity, and cash flow for that year, which year-end financial statements shall be detailed and shall be prepared in accordance with US GAAP, consistently applied and accompanied by the opinion of an accounting firm approved by the Company and the Investors;
(b) within 45 days after the end of the first, second and third fiscal quarters in each fiscal year of the Group, an unaudited consolidated quarterly income statement, balance sheet and cash flow statement of the Group and quarterly management review reports detailing certain operational performance indicators of the Group in a format acceptable to the Investors;
(c) within 30 days after the end of each calendar month that is not also the end of fiscal year or a fiscal quarter, unaudited management accounts of the Group.
(d) at least 45 days prior to the end of each fiscal year of the Group after 2007, the annual consolidated budget of the Group for the next fiscal year; and
(e) upon the written request of an Investor Representative, any other information as such Investor Representative may reasonably request.
