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SEC Filings

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

Execution Version



3.22      Private Placement.


The Company has not taken any measures to sell, offer to sell or solicit offers to purchase any securities of the Company which may cause the offer, issuance or sales of the Purchased Shares, as contemplated by this Agreement, falling in the circumstances in Section 5 of Securities Act, except that such offer, issuance or sales is the exemptions from the provisions in Section 5 of the Securities Act.


3.23      Full Disclosure.


None of the information provided or to be provided by or on behalf of, the Company for inclusion or incorporation in the proxy statement, will contain any false statement or omissions in respect of material facts that it is required to be stated or necessary in order to make the statements, and the preparation thereof is not misleading, when the proxy statement are sending to the Shareholders of the Company or General Meeting. The proxy Statements will, in form and in all aspects, comply with the provisions of the Exchange Act and any rules and regulations promulgated by SEC thereunder.


3.24      Broker Charge.


No broker, intermediary or investment banker is entitled to any brokerage, intermediary remuneration or other fees or commissions based on arrangements made by or on behalf of the Company in connection with the Proposed Transaction.


3.25      Advisors.


The Company has reviewed legal and tax consequences of the Proposed Transaction with respect of federal, state, local and foreign laws with its own legal and financial advisers. In such matters, the Company relies solely on the above-mentioned advisers, rather than any written or oral statement or representation made by the Purchaser or the agent thereof.


3.26      Transactions with Affiliates.


Except for the disclosures made in any Company's SEC Document, the Company or any Subsidiary thereof and other Affiliates has not entered into any transactions to be disclosed as per Section 404 of Regulation S-K under the Securities Act, or a series of corresponding transactions, agreements, arrangements or understandings, and any transaction or a series of related transactions to be implemented at present.


3.27      No Other Representation.


In addition to the representations and warranties contained in Article 3, neither the Company nor any other person who acts on behalf of the Company makes any representation and warranty, express or implied, with respect to the Company, its Subsidiaries or with respect to any information provided to the Purchaser in relation to the Proposed Transaction. Neither the Company nor any other person will have or be subject to any responsibilities or obligation of indemnification to the Purchaser, which are caused by provision to, or use by, the Purchaser with respect to such information, including any information, documents, lantern slide, forecast or other estimations, or plans or budgets of future revenues, expense or expenditure, as well as the future operating results (or any part thereof) of the Company or any of its Subsidiaries made available to the Purchaser in a certain "data rooms" (in electronic or other forms) or management expectations of Proposed Transaction, except that such information has been expressly included in a representation and warranty in Article 3.