Common use of Statements and Warranties Clause in Contracts

Statements and Warranties. The Pledgor makes the following statements and warranties to the Pledgee: 1. The Pledgor is an independent legal entity or an individual with the capacity for civil conduct who possesses all of the necessary rights and abilities and is able to perform the obligations under this Contract in its own name and independently assume civil liability. 2. The Pledgor is entitled to sign this Contract and has completed all authorizations and approvals necessary for the signing of the Contract and performing the obligations hereunder. The provisions contained herein reflect the true will of the Pledgor and have binding effect on the Pledgor. 3. The Pledgor warrants that it shall abide by the law. The signing and performance of the Contract will not be in violation of the law (the law referred to herein includes laws, rules, regulations, local laws, and judicial interpretation), Articles of Association, relevant documents of competent authorities, judgments, rulings which should be observed by the Pledgor and are not in conflict with any contract, agreements signed by the Pledgor, or any other obligations undertaken by the Pledgor. 4. The Pledgor warrants that all financial statements compiled by it, if any, are in compliance with the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan). The financial statements give a true, complete and fair view of the financial status of the Pledgor. Furthermore, all information and documents supplied to the Pledgee by the Pledgor in the course of signing and performance of the Contract are true, valid, accurate and complete without any concealment of facts. 5. The Pledgor warrants that it shall complete all filings or registrations necessary for the valid and lawful performance of the Contract, and pay all taxes and costs thereof. 6. There has been no material and adverse change to the business and financial status of the Pledgor since the date of the latest audited financial statement. 7. The Pledgor warrants that it is entitled to the full and lawful rights of ownership of the pledged accounts receivable. Currently, any form of guarantee and other priority rights (other than the rights created for the purpose of this Contract) have not been retained and no assignment (including but not limited to factoring business) has been carried out with respect to the accounts receivable. Nor does there exist or possibly exist any form of dispute over the title, restriction of rights or defects, and there does not exist any third party claiming any rights over the pledged property. 8. The Pledgor has already disclosed to the Pledgee important facts and circumstances, which have come to his knowledge or should have come to his knowledge and is important for the Pledgee in deciding whether to grant the financing under the Master Contracts. 9. The Pledgor acknowledges that, on the date of signing of the Contract and during the performance of the Contract, there do not and will not exist cases of default on payments, including but not limited to salaries of staff, medical expenses, disability subsidies, relief payments and compensation. 10. The Pledgor warrants that there do not exist situations or events which will or may have a material and adverse impact on the ability of the Pledgor in performing the Contract. 11. The Pledgor warrants that there do not exist any circumstances of restriction of assignment or pledge in the basic contracts of the pledged accounts receivable, nor any stipulation for offsetting the accounts receivable against other debts of the Pledgor. Without the written approval of the Pledgee, any form of modification or early termination of the basic contract is not allowed. 12. The Pledgor warrants that the Pledgor possesses full and lawful rights of ownership to the movable or immovable property underlying the pledged accounts receivable. The movable or immovable property does not retain any form of guarantee or other priority rights (other than those created for the purpose of the Contract). Nor does there exist or possibly exist any form of ownership dispute, restriction of rights or defects, and there does not exist any third party claiming any rights over the pledged property. 13. If the Pledgor raises and registers a disagreement over the above accounts receivable, the Pledgee shall be promptly notified of the relevant information.

Statements and Warranties. The Pledgor makes 3.1 Upon the following statements and warranties to the Pledgee: 1. The Pledgor is an independent legal entity or an individual with the capacity for civil conduct who possesses all of the necessary rights and abilities and is able to perform the obligations under this Contract in its own name and independently assume civil liability. 2. The Pledgor is entitled to sign this Contract and has completed all authorizations and approvals necessary for the signing of the Contract and performing the obligations hereunder. The provisions contained herein reflect the true will of the Pledgor and have binding effect on the Pledgor. 3. The Pledgor warrants that it shall abide by the law. The signing and performance of the Contract will not be in violation of the law (the law referred to herein includes laws, rules, regulations, local laws, and judicial interpretation), Articles of Association, relevant documents of competent authorities, judgments, rulings which should be observed by the Pledgor and are not in conflict with any contract, agreements signed by the Pledgor, or any other obligations undertaken by the Pledgor. 4. The Pledgor warrants that all financial statements compiled by it, if any, are in compliance with the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan). The financial statements give a true, complete and fair view of the financial status of the Pledgor. Furthermore, all information and documents supplied to the Pledgee by the Pledgor in the course of signing and performance of the Contract are true, valid, accurate and complete without any concealment of facts. 5. The Pledgor warrants that it shall complete all filings or registrations necessary for the valid and lawful performance of the Contract, and pay all taxes and costs thereof. 6. There has been no material and adverse change to the business and financial status of the Pledgor since the date of the latest audited financial statement. 7. The Pledgor warrants that it is entitled to the full and lawful rights of ownership of the pledged accounts receivable. Currently, any form of guarantee and other priority rights (other than the rights created for the purpose of this Contract) have not been retained and no assignment (including but not limited to factoring business) has been carried out with respect to the accounts receivable. Nor does there exist or possibly exist any form of dispute over the title, restriction of rights or defects, and there does not exist any third party claiming any rights over the pledged property. 8. The Pledgor has already disclosed to the Pledgee important facts and circumstances, which have come to his knowledge or should have come to his knowledge and is important for the Pledgee in deciding whether to grant the financing under the Master Contracts. 9. The Pledgor acknowledges that, on the date of signing of the Contract and during the performance Mortgage Term, the Mortgagor states and warrants to the Mortgagee as follows: a) The Mortgagor is a corporation established and existing under the laws of the People’s Republic of China, with complete rights and abilities to sign the Contract, and has taken all necessary corporations or other actions to authorized itself to sign the Contract; b) The Contract shall constitute legal, valid and binding obligations upon the Mortgagor, and shall be enforceable in accordance with the provisions of the Contract; c) The signing and delivering of the Contract and the execution of the provisions under the Contract shall not be in breach of : (i) any provisions of the laws or regulations which are applicable to the Mortgagor; (ii) any judgment, there do not and will not exist cases decree or order which is applicable to the Mortgagor, or any agreement which is binding on the Mortgagor; (iii) the provisions of default on paymentsthe organizational files of the Mortgagor; d) All the authorizations, sanctions or requirements which enable or authorize the establishment of the Mortgage (including but not limited to salaries all the necessary approval and resolution of staffthe corporation) shall be obtained and/or complied with and shall possess full force and effect, medical expensesand shall remain in full force and effect during the existing term of the Contract; e) The Mortgagor is the one and sole owner of the mortgage property under the Contract, disability subsidiespossessing the ownership and/or the right certification of sale permission of the mortgage property, relief payments with every complete legal right to make mortgage of the mortgage property in accordance with the provisions of the Contract, and compensation.shall guarantee that no cause of the retention, prohibiting and curtailment of transfer of the ownership exists in the mortgage property under the Contract. Any approval, consent or authorization of someone else shall be required to make mortgage of the mortgage property; 10. f) The Pledgor warrants that there do ownership of the mortgage property is clear without any defectives, and the mortgage property is not seized, distrained or supervised, without any circumstance such as dispute or litigation (arbitration) on the right of ownership and the right of disposition; g) Any right which could be exercised by the third party and thus affects the mortgage under the Contract shall not exist situations in the mortgage property; h) Any other form of security interest, lease, trusteeship, joint ownership or events which will other disputes regarding the right of ownership except for the mortgage shall not exist in the mortgage property; i) If the Mortgagee requires the Mortgagor to have the mortgage property insured, then in accordance with the insurance clauses, the insurance shall be enforceable to the underwriter instead of being invalid or may have a material avoidable. Further, no lodged claims, outstanding claims or evidences for lodging claims acknowledged by the Mortgagor shall exist under the insurance; j) The types, specification and adverse impact on the ability amount/total value of the Pledgor in performing Mortgage properties should from time to time to satisfy the requirement by the Mortgagee, and the price of a mortgage property shall be referred to the reference’s price of the related mortgage property which appointed by the Mortgagee; k) Provided that more than one person exist as the Mortgagor under the Contract. 11. The Pledgor warrants that there do not exist , then the Mortgagee is entitled to enforce the mortgage and deposits the obtained amount into the account under the name of any circumstances Mortgagor for the use of restriction of assignment or pledge in the basic contracts of the pledged accounts receivable, nor any stipulation for offsetting the accounts receivable against other debts of the Pledgor. Without the written approval of the Pledgee, any form of modification or early payment and termination of the basic contract is not allowed. 12. The Pledgor warrants that secured claims in accordance with the Pledgor possesses full relevant provisions of laws and lawful rights of ownership to the movable or immovable property underlying the pledged accounts receivable. The movable or immovable property does not retain any form of guarantee or other priority rights (other than those created for the purpose regulations of the Contract). Nor does there exist People’s Republic of China, irrespective of whether any of the Mortgagors provides and enjoys the ownership of the mortgage property, or possibly exist whether the secured claims are finally formed as a consequence of using line of credit under the main contract by any form of ownership dispute, restriction of rights the Mortgagors or defects, financing; the sum and there does not exist any third party claiming any rights over liquidated the pledged property. 13. If Hongri’s (as the Pledgor raises and registers a disagreement over the above accounts receivable, the Pledgee Borrower) debt which shall be promptly notified paid and terminated will be decided by the Mortgagee itself; l) The mortgage property and the said mortgage shall be in conformity with provision of laws, regulations and systems of the relevant informationPeople’s Republic of China.

Statements and Warranties. The Pledgor Borrower makes the following statements statement and warranties to the Pledgee:Lender, the statements and warranties are made at the time of signing this Contract and shall be effective during the validity of the Contract. 1. The Pledgor Borrower is an independent legal entity or an individual with the capacity for civil conduct who possesses all of the necessary rights and abilities and is able to perform the obligations under this Contract in its own name and independently assume civil liability. 2. The Pledgor Borrower is entitled to sign this Contract and has completed all authorizations and approvals from the shareholders, board of directors and other authorities necessary for the signing of the Contract and performing the obligations hereunder. The provisions contained herein reflect the true will of the Pledgor Borrower and have binding effect on the PledgorBorrower. 3. The Pledgor warrants that it shall abide by the law. The signing and performance of the Contract will not be in violation of the law (the law referred to herein includes laws, rules, regulations, local laws, and judicial interpretationinterpretation etc, same hereunder), Articles of Association, relevant documents of competent authorities, judgments, rulings which should be observed by the Pledgor Borrower and are not in conflict with any Articles of Association, contract, agreements signed by the PledgorBorrower, or any other obligations undertaken by the PledgorBorrower. 4. The Pledgor Borrower warrants that all financial statements compiled by it, if any, are in compliance with the laws of China (for the purpose of this Contract, excluding the Hong Kong and Macau Special Administrative Regions and Taiwan). The financial statements give a true, complete and fair view of the financial status of the PledgorBorrower. Furthermore, all information and documents including the Borrower itself and the Guarantor supplied to the Pledgee Lender by the Pledgor Borrower in the course of signing and performance of the Contract are true, valid, accurate and complete without any concealment of facts. 5. The Pledgor Borrower is in strict compliance with the policy of honesty and integrity in the course of signing and performance of the Contract, all the information and documents including the Borrower itself and the Guarantor supplied to the Lender by the Borrower are true, valid, accurate and complete without any concealment of facts. 6. The Borrower warrants that it shall complete all filings filings, registrations or registrations any other procedures necessary for the valid and lawful performance of the Contract, and pay all taxes and costs thereof. 67. There has been no material and adverse change to the business and financial status of the Pledgor Borrower since the date of the latest audited financial statement. 78. The Pledgor Borrower warrants that it is entitled will be in strict compliance with laws and regulations during the course of operating activities; carrying out a series of activities in accordance with the operating scope regulated by the business license and law; handling the annual inspection procedures in time; manufacturing and operating legally and lawfully; with the ability to operate continuously and the full payment of taxes and lawful rights of ownership of the pledged accounts receivablecosts thereof. 9. Currently, The Borrower warrants that it shall not abandon any form of guarantee and other priority rights (other than the rights created for the purpose of this Contract) have not been retained and no assignment (including but not limited to factoring business) has been carried out with respect to the accounts receivable. Nor does there exist or possibly exist any form of dispute over the title, restriction of rights or defectsmaturing claims, and there does shall not exist dispose substantial assets free of charge of with any third party claiming any rights over the pledged propertyother inappropriate method. 810. The Pledgor Borrower has already disclosed to the Pledgee Lender important facts and circumstances, which have come to his knowledge or should have come to his knowledge and is important for the Pledgee Lender in deciding whether to grant the financing loan under the Master Contracts. 911. The Pledgor Borrower acknowledges that, on the date of signing of the Contract and during the performance of the Contract, there do not and will not exist cases of default on payments, including but not limited to salaries of staff, medical expenses, disability subsidies, relief payments and compensation. 1012. The Pledgor Borrower warrants that its credit is in sound condition and there are no significant adverse records. 13. The Borrower warrants that there do not exist situations or events which will or may have a material and adverse impact on the ability of the Pledgor Borrower in performing the Contract. 11. The Pledgor warrants that there do not exist any circumstances of restriction of assignment or pledge in the basic contracts of the pledged accounts receivable, nor any stipulation for offsetting the accounts receivable against other debts of the Pledgor. Without the written approval of the Pledgee, any form of modification or early termination of the basic contract is not allowed. 12. The Pledgor warrants that the Pledgor possesses full and lawful rights of ownership to the movable or immovable property underlying the pledged accounts receivable. The movable or immovable property does not retain any form of guarantee or other priority rights (other than those created for the purpose of the Contract). Nor does there exist or possibly exist any form of ownership dispute, restriction of rights or defects, and there does not exist any third party claiming any rights over the pledged property. 13. If the Pledgor raises and registers a disagreement over the above accounts receivable, the Pledgee shall be promptly notified of the relevant information.