IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
The Purchaser: [] By: Address:
Name: Capacity: IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
The Guarantor: By: Address:
Name: Capacity: SCHEDULE 1
DETAILS OF THE COMPANY
1 2 3 4 5 6 7 8 9 10 14
NAME: [?]
DATE OF INCORPORATION:
PLACE OF INCORPORATION: British Virgin Islands
CLASS OF COMPANY:
REGISTERED NUMBER: REGISTERED OFFICE: DIRECTORS:
REGISTERED SHAREHOLDER: AUTHORISED CAPITAL: ISSUED CAPITAL:
PRINCIPAL OPERATING SUBSIDIARY:
15 MORTGAGES AND CHARGES: None
SCHEDULE 2
THE WARRANTIES
PART A
WARRANTIES AND REPRESENTATION OF THE SELLER AND THE
GUARANTOR
1. Organization, Good Standing and Qualification.
（1） The Seller and the Company is duly organized, validly existing and in good
standing under the Laws of the jurisdiction of its formation. The Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on the business as now conducted and as proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business. （2） There has been no resolution, petition or order for the winding-up, liquidation,
dissolution or receivership of the Company in any jurisdiction and no receiver has been appointed in respect thereof or any part of the assets thereof , nor are any such resolutions, orders and appointments imminent or likely. （3） No events or omissions have occurred whereby the constitution, subsistence or
corporate status of the Company have been or are likely to be adversely affected. 2. Authorization
The Seller and the Company have all requisite power and authority to execute and deliver this Agreement and any other documents referred to herein which it is a party and to carry out and perform its obligations thereunder. All actions on the part of the Company and the Seller that are necessary for the authorization, execution and delivery of this Agreement and any other documents referred to herein to which it is a party and the performance of all obligations of the Purchaser thereunder has been taken or will be taken prior to Closing. This Agreement and any other documents referred to herein have been duly executed and delivered by the Company and the Seller, and constitute valid and legally binding obligations of the Company and the Seller, enforceable against the Company and the Seller in accordance with the terms hereof, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 3. Capitalization
