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SEC Filings

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



Article 4
Representations, Warranties and Covenants of the Purchaser


4.1.        Representations, Warranties and Covenants of the Purchaser.


The Purchaser hereby represents, warrants and covenants with the Company as follows:


(a)               Given that the manpower and resources that could be actually input by the Affiliate in the purchase of the Purchased Shares contemplated hereby, the Purchaser is knowledgeable sophisticated and experienced, and is qualified, to make investment decisions in relation to the investment in the shares (including investments in any issued securities of the Company) as if those made with respect to the Purchased Shares.


(b)               The Purchaser or its legal advisers, accountants or other investment advisors have requested, received, reviewed and considered all information (including the Company's SEC Document) which it/they consider(s) relevant to the decision making to purchase the Purchased Shares;


(c)               The Purchaser, solely for its own benefit, is acquiring the Purchased Shares in accordance with its ordinary course of business for investment only and with no present intention of distributing any Purchased Shares, or making any arrangements or reaching any understanding with any other person in terms of the distribution of the Purchased Shares;


(d)               In addition, the Purchaser knows that the share certificate representation such Purchased Shares of the Purchaser shall bear the following legends:


The Securities represented by this share certificate have not been registered under the Securities Act 1933 (as amended from time to time and hereinafter referred to as the "Securities Act"), and may not be issued, sold, transferred, pledged or hypothecated without a valid registration statement for such Securities under the Securities Act, an opinion issued by a legal counsel to the satisfaction of the corporation that registration is unnecessary under the Securities Act, or unless such offer, sales, transfer or hypothecation is in compliance with the requirements of Regulation 144 under the Securities Act or such other Exemption from registration.


The Securities represented by this share certificate can be transferred only in accordance with provisions of an agreement entered by and between the Company and the Shareholders, and a duplicate of such agreement has been submitted to and kept by the company secretary.


(e)               The Purchaser has independently reviewed and analyzed the business, assets, status, operation and prospect of the Company and its Subsidiaries thereof, and the Purchaser acknowledges that it has been permitted to, for such purposes, to access to the property, premises and records of the Company and its Subsidiaries thereof. Further, in entering into this Agreement, the Purchaser solely depends on the its own investigation and analysis, and acknowledges that the Company or any Subsidiaries thereof or their respective representatives, has/have not made any warrants or representations, express or implied, in terms of the accuracy or completeness of any information provided to the Purchaser or any representatives of the Purchaser except for the warrants and representations made in Article 3. Without limiting the generality of foregoing, none of the Company or any Subsidiaries thereof or their respective representatives made any warranty or representation to the Purchaser in terms of (a) any assumptions, estimates or budgets of the Company or its Subsidiaries; or (b) any materials, documents or information (except for those expressly and specifically covered by warrants and representations made in Article 3 and specific provisions) pertaining to the Company or its Subsidiaries and provided in the form of "data room (in electronic or other forms), confidential momentum or other forms.