GOVERNMENTAL APPROVALS OR
AUTHORIZATIONS FOR THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT AND HAVE
FULL LEGAL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO
PERFORM THEIR OBLIGATIONS HEREUNDER.
HOWEVER, THIS AGREEMENT SHALL BECOME
EFFECTIVE ONLY UPON THE SATISFACTION OF THE CONDITIONS SET FORTH IN ARTICLE
11.1.
(C)
THIS AGREEMENT CONSTITUTES A LEGAL, VALID
AND BINDING OBLIGATION FOR THE CHINESE PARTIES. THE EXECUTION AND DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE CHINESE PARTIES, THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE FULFILMENT BY THE CHINESE
PARTIES OF THE TERMS, CONDITIONS AND PROVISIONS HEREOF WILL NOT BREACH ANY
OBLIGATIONS OF THE CHINESE PARTIES UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS
OR LEGAL INTERPRETATIONS; ANY JUDGMENT, ORDER, WRIT, INJUNCTION, PRONOUNCEMENT
OR JUDICIAL INTERPRETATIONS OF ANY COURT, AGENCY OR DEPARTMENT; THE ARTICLES OF
ASSOCIATION AND THE PROVISIONS OF ANY AGREEMENT, ARRANGEMENT OR
10
UNDERSTANDING TO WHICH THE
CHINESE PARTIES ARE PARTY TO THE SAME OR BY WHICH ANY OF THEM ARE BOUND.
(D)
EACH OF THE INDIVIDUALS WHO ARE TO EXECUTE
THIS AGREEMENT ON BEHALF THE CHINESE PARTIES HAVE OBTAINED THE NECESSARY
AUTHORIZATION FOR THE EXECUTION OF SUCH DOCUMENT.
4.2
EACH OF THE CHINESE PARTIES AND VALIN MPM
FURTHER REPRESENTS AND WARRANTS TO STAR CHINA AS OF THE DATE HEREOF AND THE
FUNDING DATE AS FOLLOWS:
(A)
THE CAPITALIZATION OF VALIN MPM, AS
DESCRIBED IN RECITAL 1 OF THIS AGREEMENT, IS TRUE AND CORRECT IN ALL RESPECTS.
THE EQUITY INTERESTS IN VALIN MPM OWNED BY THE CHINESE PARTIES ARE VALIDLY
ISSUED, FULLY PAID AND NON-ASSESSABLE AND ARE FREE AND CLEAR OF ANY AND ALL
LIENS, INCLUDING ANY CLAIMS BY ANY THIRD PARTY, INCLUDING ANY GOVERNMENTAL BODY,
VOTING PROXY ARRANGEMENT OR VOTING RIGHT TRUST ARRANGEMENT.
(b)
Valin MPM is a duly incorporated limited
liability company and validly existing under PRC Law and has obtained all the
necessary approval, licenses and permits necessary to conduct its authorized
business.
(c)
The Merger and the merger of Hengyang Steel
Billet Co Ltd and Hengyang Special Steel Co Ltd into Hengyang Steel Tube have
been completed in accordance with applicable PRC Law and Valin MPM has assumed
ownership of all of Hengyang Steel Tube's assets immediately prior to the Merger
as described in Recital 2 of this Agreement.
(D)
VALIN MPM HAS COMPLIED WITH APPLICABLE PRC
LAW AND PRODUCT STANDARDS OF CHINA WHETHER IN THE DESIGN AND MANUFACTURING OF
ITS PRODUCTS OR OTHERWISE.
VALIN MPM HAS ALL OF THE NECESSARY MANUFACTURING
PERMITS FOR ALL OF THE PRODUCTS MANUFACTURED BY VALIN MPM THAT ARE SUBJECT TO
MANUFACTURING PERMIT REQUIREMENTS.
(E)
VALIN MPM HAS NO SUBSIDIARIES AND DOES NOT
OWN ANY EQUITY INTERESTS IN ANOTHER PERSON.
(F)
EACH OF THE FINANCIAL STATEMENTS IS
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND PRESENTS FAIRLY IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS AND
CASH FLOWS OF VALIN MPM AS AT THE DATES AND FOR THE PERIODS INDICATED THEREIN.
ALL BOOKS, RECORDS AND ACCOUNTS OF VALIN MPM ARE ACCURATE AND COMPLETE AND ARE
MAINTAINED