in accordance with generally accepted accounting principles. The HANTIAN
Financial Statements are true, correct and complete and present fairly the
assets, liabilities (whether accrued, absolute, contingent or otherwise) and
financial condition of HANTIAN and the HANTIAN Subsidiaries as at the respective
dates thereof and results of operations of HANTIAN and the HANTIAN Subsidiaries
for the respective periods then ended. Since the date of the HANTIAN Financial
Statements, there has been no material alteration in the manner of keeping the
books, accounts or records of HANTIAN and the HANTIAN Subsidiaries or in their
accounting policies or practices;
(j) except as disclosed in the HANTIAN Financial Statements, there are no
related-party transactions or off-balance sheet structures or transactions with
respect to HANTIAN or the HANTIAN Subsidiaries;
(k)
except as disclosed in the HANTIAN Financial Statements, neither HANTIAN or
either of the HANTIAN Subsidiaries is a party to, or bound by, any agreement of
guarantee, indemnification, assumption or endorsement or any like commitment of
the obligations, liabilities (contingent or otherwise) or indebtedness of any
other person;
(l)
since the date of the HANTIAN Financial Statements, there has been no
material adverse change in the condition (financial or otherwise), assets,
liabilities, operations, earnings or business of HANTIAN or the HANTIAN
Subsidiaries;
(m)
each of HANTIAN and the HANTIAN Subsidiaries has conducted and is
conducting its business in compliance in all material respects with all
applicable laws, regulations, by- laws, ordinances, regulations, rules,
judgments, decrees and orders of each jurisdiction in which its business is
carried on;
(n)
the Contracts listed in the Disclosure Letter (the "HANTIAN Material
Contracts") constitute all the Material Contracts of HANTIAN and the HANTIAN
Subsidiaries. Each of the HANTIAN Material Contracts is in full force and
effect, unamended, and there exists no default, warranty claim or other
obligation or liability or event, occurrence, condition or act (including the
purchase and sale of the Purchased Shares and the issuance of the Payment Shares
and the other transactions contemplated hereunder) which, with the giving of
notice, the lapse of time or the happening of any other event or condition,
would become a default, or give rise to a warranty claim or other obligation or
liability thereunder. Neither HANTIAN or the HANTIAN Subsidiaries has violated
or breached, in any material respect, any of the terms or conditions of any
HANTIAN Material Contract and all the covenants to be performed by any other
party thereto have been fully and properly performed;
(o)
there are no waivers, consents, notices or approvals required to be given
or obtained by HANTIAN or the HANTIAN Subsidiaries in connection with the
Transaction and the other transactions contemplated by this Agreement under any
Contract to which HANTIAN or the HANTIAN Subsidiaries is a party;
(p)
no consent, approval, order or authorization of, or registration or
declaration with, any applicable Governmental Authority with jurisdiction over
HANTIAN is required to be obtained by HANTIAN in connection with the execution
and delivery of this Agreement or the consummation