document or instrument furnished or to be furnished
to Xuerun pursuant hereto contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact required to be
stated herein or therein or necessary to make any statement herein or therein
not materially misleading.
7.
Narnia currently has no more than 162,729,000 shares of common stock
outstanding and no outstanding derivative securities and no issued or
outstanding preferred shares. Narnia shall have no more than 185,000,000 post
split shares of common stock issued and outstanding immediately prior to the
Share Exchange Closing.
8.
COMPLIANCE
A)
TO THE BEST KNOWLEDGE OF NARNIA, NARNIA IS IN COMPLIANCE WITH, IS NOT IN
DEFAULT OR VIOLATION IN ANY MATERIAL RESPECT UNDER, AND HAS NOT BEEN CHARGED
WITH OR RECEIVED ANY NOTICE AT ANY TIME OF ANY MATERIAL VIOLATION OF ANY
STATUTE, LAW, ORDINANCE, REGULATION, RULE, DECREE OR OTHER APPLICABLE REGULATION
TO THE BUSINESS OR OPERATIONS OF NARNIA;
B)
TO THE BEST KNOWLEDGE OF NARNIA, NARNIA IS NOT SUBJECT TO ANY JUDGMENT,
ORDER OR DECREE ENTERED IN ANY LAWSUIT OR PROCEEDING APPLICABLE TO ITS BUSINESS
AND OPERATIONS THAT WOULD CONSTITUTE A NARNIA MATERIAL ADVERSE EFFECT;
C)
NARNIA HAS DULY FILED ALL REPORTS AND RETURNS REQUIRED TO BE FILED BY IT
WITH GOVERNMENTAL AUTHORITIES AND HAS OBTAINED ALL GOVERNMENTAL PERMITS AND
OTHER GOVERNMENTAL CONSENTS, EXCEPT AS MAY BE REQUIRED AFTER THE EXECUTION OF
THIS LOI. ALL OF SUCH PERMITS AND CONSENTS ARE IN FULL FORCE AND EFFECT, AND NO
PROCEEDINGS FOR THE SUSPENSION OR CANCELLATION OF ANY OF THEM, AND NO
INVESTIGATION RELATING TO ANY OF THEM, IS PENDING OR TO THE BEST KNOWLEDGE OF
NARNIA, THREATENED, AND NONE OF THEM WILL BE ADVERSELY AFFECTED BY THE
CONSUMMATION OF THE SHARE EXCHANGE; AND
D)
NARNIA HAS OPERATED IN MATERIAL COMPLIANCE WITH ALL LAWS, RULES, STATUTES,
ORDINANCES, ORDERS AND REGULATIONS APPLICABLE TO ITS BUSINESS. NARNIA HAS NOT
RECEIVED ANY NOTICE OF ANY VIOLATION THEREOF, NOR IS NARNIA AWARE OF ANY VALID
BASIS THEREFORE.
Representations and Warranties of Xuerun:
Xuerun represents and warrants to Narnia that:
1.
XUERUN IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA AND HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND TO CARRY ON ITS BUSINESS AS NOW
BEING CONDUCTED. XUERUN IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING
AS A FOREIGN CORPORATION IN EACH OF THE JURISDICTIONS IN WHICH XUERUN OWNS
PROPERTY, LEASES PROPERTY, DOES BUSINESS, OR IS OTHERWISE REQUIRED TO DO SO,
WHERE THE FAILURE TO BE SO QUALIFIED WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS OF XUERUN TAKEN AS A WHOLE.
2.
To the best knowledge of Narnia, there is no basis for and there is no
action, suit, judgment, claim, demand or proceeding outstanding or pending, or
threatened against or affecting Narnia or which involves any of the business, or
the properties or assets of Narnia that, if adversely resolved or determined,