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SEC Filings

10-Q
SEVEN STARS CLOUD GROUP, INC. filed this Form 10-Q on 11/13/2017
Entire Document
 
 

Execution Version

 

 

3.5          Share Capital

 

As of September 30, 2017:

 

(a)               The authorized shares of the Company consists of 1,500,000,000 common shares, 16,500,000 Series E Preferred Shares and 7,000,000 Series A Preferred Shares (hereinafter referred to as "Preferred Share(s)"):

 

(b)                

 

(i)               62,264,495 shares of common shares are issued and outstanding, all of which have been duly authorized and validly issued, and are fully paid, non-taxable and issued pursuant to applicable federal and state securities act; the issuance thereof doesn’t in violation of any preemptive right or similar rights to subscribe for or purchase shares.

 

(ii)              0 common share is held by the Company as treasury shares.

 

(iii)            3,118,181 common shares are reserved for the Company's Stock Option or other Company's Benefits Plans.

 

(c)               7,000,000 Series A Preferred Shares have (has) been issued.

 

(d)               Any bonds, debentures, notes or other indebtedness or, (other than common shares) other securities of the Company shall neither be entitled to vote on any matters on which the Shareholders may vote, nor be converted into or exchange for any securities having such voting right.

 

(e)               Except as set forth in Article 3.5 (b), there are no outstanding subscription right, option, right, warranties, convertible securities, stock appreciation rights, phantom equity or other similar agreements or commitment that obligates the Company to for issue, transfer, sell, redeem, buy-back or otherwise obtaining any shares of its share capital of any class.

 

(f)                No preemptive right, co-sale right, registration right, right of first refusal or other similar rights exists in relation to the issuance and sales of Purchased Shares, and there is no any shareholder agreement, voting power agreement or other similar agreement in relation to the common shares to which the Company is a party.

 

(g)               The Purchased Shares to be sold under this Agreement have been granted with requisite authorization, upon issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued and paid in full, and be the non-taxable shares issued and fully paid in accordance with applicable federal and state securities act, and the issuance thereof doesn’t in violation of any preemptive right or similar rights for subscribed or purchase security.

 

3.6          Legal Proceedings.

 

(a)               To the knowledge of the Company, there is no pending legal procedure (i) that has been commenced by or against the Company or any of its Subsidiaries that could individually or in aggregate, reasonably be expected to have a Material Adverse Effect; or (ii) that challenges, or that would reasonably be expected have the effect of preventing, delaying, illegalization or otherwise interfering with any of the Proposed Transactions.

 

(b)               To the knowledge of the Company, no legal procedures that should be disclosed are discovered under the pending contents above has been threatened.

 

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