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SEC Filings

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

Execution Version



3.13      Financial Statements.


(a)               As at filing, any financial statements (including notes thereto (if any)) contained or referred in the Company's SEC Document complied in all material respects with the rules and were prepared as per GAAP and capable of fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries at the respective filing dates, as well as consolidated operating results and consolidated cash flows (unaudited statements shall, if any, observe any other adjustment referred in normal year-end audit adjustment and statements and notes thereto) upon termination of corresponding accounting periods of the Company and its consolidated Subsidiaries; GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of SEC) shall be consistently observed in the foregoing time limit (except as otherwise stated in statements and notes thereto).


(b)               The Company or any Subsidiaries thereof have or are not subject to any off-balance sheet arrangements.


3.14      Solvency of the Company.


The Company is, and after giving effect to this Agreement, the Proposed Transaction and the Transaction Agreements, will be solvent which, for the purpose of Article 3.15 hereof, means that the fair and present value of the Company's property and assets is greater than the aggregate amount of any debts and liabilities as they become absolute and matured thereof.


3.15      Title to Properties and Assets; Lien, etc.


The Company has lawful and valid title to its properties and tangible assets, including properties and assets reflected in the latest balance sheet included in the financial statements of the Company and the Company's SEC Documents. Except for the circumstances that would not have a Material Adverse Effect, the Company has lawful and valid leasehold interest to its material leasing real estate. The material leasing real estate above is free from any mortgage, pledge, lien, leasing, encumbrance or litigation in any case, except for the following circumstances (a) those the above-mentioned major leasing real estates have generated from tax which have not constituted any debt default; (b) a small real estate lien or encumbrances which do not caused significant depreciation of assets and not significantly impair the operation capability of the Company; and (c) those have otherwise arised from normal business operation. The Company is incompliance with all important clauses of any lease agreements to which the Company is a party or which is binding on the Company.


3.16      No Undisclosed Liabilities.


Except for those referred in Article 3.16 of Disclosure Schedule and the items listed hereinafter, as of the date of this Agreement, the Company and its Subsidiaries thereof shall be free from liabilities or obligations in any nature (whether absolute liabilities, accrued liabilities, contingent liabilities, determined liabilities, determitable liabilities, choate liabilities, inchoate liabilities, or other types of liabilities or obligations) required to be disclosed in the balance sheet prepared in accordance with GAAP in material aspects, except for: (a) the liabilities and obligations reflected or retained in the consolidated balance sheet of the Company and any Subsidiaries thereof as at June 30, 2017, or in the footnotes set forth in the Quarterly Financial Report of the Company as at June 30, 2017(Form10-Q); (b) current liability generated in normal business operation recorded as per principle of consistency as at June 30, 2017 ; (c) any liability and obligation in relation to the Proposed Transaction, this Agreement and the Transaction Agreements; or (d) all kinds of liabilities in any nature, which would not individually or in the aggregate, reasonably to be expected to exceed USD300,000.