RELATIONSHIP WITH LESHI GROUP. (a) No agreement, understanding or arrangement (whether oral or written, formal or informal) has been entered into between any member of the Group and any member of the Leshi Group.
(b) The Issuer is a respondent to the proceedings commenced by the SFC under section 214 of the SFO at the High Court of Hong Kong, as Disclosed in the Issuer’s announcement dated 2 August 2021. The Issuer may commence proceedings against, amongst others, Xxx Xxxxxxx. Except for the foregoing, there is no dispute or disagreement outstanding nor is any contemplated at the date of this Agreement between any member of the Group and any member of the Leshi Group, and to the best of the Issuer’s knowledge, there are no circumstances likely to give rise to a dispute or disagreement between any member of the Group and any member of the Leshi Group. I, the undersigned, being a director of Coolpad Group Limited (酷派集團有限公司) (the “Issuer”), refer to the subscription agreement dated [•] 2021 between the Issuer, Xx. Xxx Xxx Xxxx (李家龍) and Great Fortune Global Investment Limited (寶豐環球投資有限公司) (as may be amended or supplemented from time to time) (the “Subscription Agreement”) in respect of the Subscription Shares. Terms defined in the Subscription Agreement have the same meanings in this certificate. As required by Clause 3.1 (Conditions Precedent) of the Subscription Agreement, I hereby certify that:
(a) the Warranties are true and correct as at, and as if made on, the Completion Date;
(b) the Conditions Precedent have been duly fulfilled (except for such Conditions Precedent specified on the part of the Subscriber or to be performed by the Subscriber or waived by the Subscriber);
(c) the Issuer has not committed any breach of or has omitted to observe any of its obligations or undertakings under the Subscription Agreement; and
(d) there has not occurred any Material Adverse Change. Yours faithfully for and on behalf of Coolpad Group Limited (酷派集團有限公司) .................................................. Xxxx Xxxxxx
