Common use of Enforceability of Judgment Clause in Contracts

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong PRC or the PRC anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong the PRC or the PRCanywhere else.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong or the courts of the ▇▇▇▇ ▇▇▇▇ and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong British Virgin Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongBritish Virgin Islands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongBritish Virgin Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongBritish Virgin Islands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong British Virgin Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong British Virgin Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (a) an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong or the courts of the ▇▇▇▇ ▇▇▇▇ and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman British Virgin Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman British Virgin Islands, the courts of Hong Kong Kong, or the courts of the PRC, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (a) a separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, conflict with a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongKong judgment; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiiii) with respect to courts of the PRC, (Aa) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bb) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Cc) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Dd) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (Ee) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (Ff) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court]. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. (a) The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman IslandsBVI, Hong Kong or the PRC, Singapore or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman IslandsBVI, Hong Kong or the courts of the PRCSingapore, provided that (i) with respect subject to courts of the Cayman Islands judicial discretion under common law for the BVI, Hong Kong or Hong Kong; Singapore, (a) such New York Court had proper jurisdiction over a separate legal action was brought at common law in the parties subject BVI, Hong Kong or Singapore, to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of the BVI, Hong Kong or Singapore; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtprior BVI, (E) PRC has international treaties Hong Kong or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtSingapore judgment. The Company is not aware of any reason why the enforcement in the Cayman IslandsBVI, Hong Kong or the PRC Singapore of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsBVI, Hong Kong or Singapore. (b) The Company agrees that although there is no statutory enforcement in the PRCBVI of judgments obtained in the federal or state courts of the United States (and the BVI are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the BVI courts will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, or in respect of a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). BVI courts may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a BVI company. The Grand Court will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. BVI courts are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by BVI courts to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by BVI courts. A BVI court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. A BVI court may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Islands or Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation relitigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRCHong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong , (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman IslandsNevada, Seychelles or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRCNevada, Seychelles or Hong Kong, provided that (i) with respect to in the courts of the Cayman Islands Nevada, Seychelles or Hong Kong; Kong (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands Nevada, Seychelles or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands Nevada, Seychelles or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands Nevada, Seychelles or Hong Kong, and [(ii) with respect to courts of the PRCSeychelles or Hong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCSeychelles or Hong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Seychelles or Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC Seychelles or Hong Kong has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts Courts and such judgment has been reviewed by the courts of the PRC Seychelles or Hong Kong pursuant to such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islandscourts of Nevada, Seychelles or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsNevada, Seychelles or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment This Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment judgement debt in the Grand Court of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment was (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, (D) is not consistent with a Cayman Islands judgement in respect of the same matter or impeachable on the grounds of fraud, and (E)was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement. Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, or a fine or penalty in connection therewith, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, court and (E) is duly recognized by appropriate PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of in accordance with the PRC pursuant such treaties or the principle of reciprocity, civil procedure laws and (F) such judgment is a final and legally effective judgment rendered by the New York Courtregulations. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (a) an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), to the extent permissible by such courts, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of the and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, subject to the uncertainties in respect of PRC courts’ recognition and enforcement of foreign judgments disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) with respect to the courts of Hong Kong, (A) adequate service the judgement is for a definite monetary sum and is not a judgement for a sum payable in respect of process has been effected and the defendant has had taxes or other charges of a reasonable opportunity to be heardlike nature or in respect of a fine or other penalty, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCjudgment is final and conclusive, (C) such judgments were the judgement is not obtained by fraudulent means in reach of the provisions of the Foreign Judgments (Restriction on Recognition and do not conflict with any other valid judgment in Enforcement) Ordinance (Chapter 46 of the same matter between the same parties and Laws of Hong Kong), (D) an action between the same parties in relevant court had the same matter is not pending in any PRC court at jurisdiction according the time Hong Kong rules of the lawsuit is instituted in a foreign courtconflict of laws, (E) PRC has international treaties or the principle judgment was not obtained as a result of reciprocity providing for fraud, (F) the reciprocal recognition and enforcement of judgments of such New York courts and such the judgement would not be contrary to the public policy in Hong Kong, (G) the judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocitywas not obtained in proceedings contrary to natural justice, and (FH) such the application to enter judgment in Hong Kong against the relevant party is a final and legally effective judgment rendered by the New York Courtinstituted within required valid period. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or PRC. Any changes to the PRCenforceability rules set forth above in this Section 2.15 requires amendment pursuant to Section 9.3 of this Agreement.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, BVI or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong BVI or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; BVI (a) such New York Court had proper jurisdiction over the parties subject to such judgment; judgment (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongBVI; and (c) such in obtaining judgment there was no fraud on the part of the person in whose favor judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine given or a penalty; (e) such judgement is final, no new admissible evidence relevant to on the action is submitted prior to the rendering part of the judgment by the courts of the Cayman Islands or Hong KongNew York Court; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRCHong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC Hong Kong has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts Courts and such judgment has been reviewed by the courts of the PRC Hong Kong pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, BVI or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, BVI or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation relitigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRCHong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC...

Enforceability of Judgment. The Company agrees that any final judgment This Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment This Agreement is in proper form under the laws of Peru, France, Hong Kong, Macau, or the British Virgin Islands, for the enforcement thereof against the Company Company, and to ensure the legality of evidence in Peru, France, Hong Kong, Macau, or the British Virgin Islands of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of Peru, France, Hong Kong, Macau, and the PRCBritish Virgin Islands, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; British Virgin Islands, such judgment, (a) such New York Court had proper jurisdiction over is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the parties subject to such judgment; Company, (b) such judgment is final and for a liquidated sum, (c) was not obtained in a manner and fraudulent manner, (d) is not of a kind the enforcement of which is contrary to natural justice or the public policy of in the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesBritish Virgin Islands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant not contrary to the action is submitted prior to the rendering principles of the judgment by the courts of the Cayman Islands or Hong Kong; natural justice, and (f) there is due compliance provided that the courts of New York had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [process; (ii) with respect to courts of Peru, a judgment of a court in the U.S. may be enforced in Peru by bringing an action in a Peruvian court against natural or legal persons, upon completion of the exequatur procedure, pursuant to the Peruvian Civil Code and the Peruvian Code of Civil Procedure, (iii) with respect to courts of France, the recognition and enforcement on French soil of judgments of courts of the United States against natural and/or legal persons is subject to the completion of the so-called exequatur procedure; and (iv) with respect to the enforceability of judgement in the PRC, (A) adequate service it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the State of process has been effected and New York, considering the defendant has had a reasonable opportunity to be heard, (B) such judgments fact that the PRC does not have any treaties or other forms of reciprocal arrangement with the United States or the enforcement thereof are not contrary to the law, public policy, security or sovereignty State of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing New York that provide for the reciprocal recognition and enforcement of judgments of such New York courts foreign judgments, and such judgment has been reviewed by the courts of the PRC pursuant such treaties courts will not enforce a foreign judgment if they decide that the judgment violates the basic principles of PRC laws or the principle of reciprocitynational sovereignty, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement security or public interest, as disclosed in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRCProspectus.

Enforceability of Judgment. The Company agrees and the Selling Shareholders agree that any final and conclusive judgment against the Company or any of the Selling Shareholders for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company or the Selling Shareholders based upon this Agreement or any transaction contemplated herein and therein and the Company or the Selling Shareholders had either submitted to such jurisdiction at a definite and fixed place or were resident or carrying on business within such jurisdiction at a definite and fixed place and was duly served with process, would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or British Virgin Islands and the PRCRepublic of Singapore, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRCBritish Virgin Islands and the Republic of Singapore, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; and the Republic of Singapore (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands British Virgin Island or Hong Kongthe Republic of Singapore; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine fine, penalty or a penaltysimilar fiscal or revenue obligations; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman British Virgin Islands or Hong Kongand/or the Republic of Singapore; and (f) there is due compliance with the correct procedures under the laws of the Cayman British Virgin Islands or Hong Kong, and [and/or the Republic of Singapore; (iig) with respect to it is established that the courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties Republic of Singapore have jurisdiction; and (Dh) an action between there is no prior local judgment that is binding on the same parties in the same matter which is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of inconsistent with such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtjudgment. The Company is and the Selling Shareholders are not aware of any reason why the enforcement in the Cayman Islands, Hong Kong British Virgin Islands or the PRC Republic of Singapore of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong British Virgin Islands or the PRCRepublic of Singapore.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, subject to compliance with relevant treaties or other form of reciprocity between the PRC and other jurisdictions and civil procedural requirement in the PRC (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, public interest, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Islands or Hong Kong or the courts of the PRC, Kong; provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the Cayman Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law for Hong Kong, (a) an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, (D) is not inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that Except as described in the Time of Sale Prospectus and the Prospectus, any final and conclusive judgment against the Company for a fixed or readily calculable sum of money (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein the Deposit Agreement would be recognized against the Company and enforced, without re-examination or review of the merits of the underlying dispute by the courts of would give judgement based thereon in the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; Islands, (aA) such New York Court courts had proper jurisdiction over the parties subject to such judgment; , (bB) such judgment was courts did not obtained in a manner and is not contravene the rules of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; Islands, (cC) such judgment was not obtained by fraud; , (dD) such the enforcement of the judgment is would not in respect be contrary to the public policy of taxesthe Cayman Islands, a fine or a penalty; (eE) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; Islands, and (fF) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service any application or request for recognition and execution of process has been effected and the defendant has had a reasonable opportunity such judgement is subject to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of compliance with relevant civil procedural requirements in the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsIslands or PRC. (ddd) No Finder’s Fee. There are no contracts, Hong Kong agreements or understandings between the PRCCompany or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, sponsors, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong British Virgin Islands or the PRCSingapore, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCSingapore, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Singapore, subject to the judicial discretion under common law, (a) an separate legal action was brought at common law in a Singapore court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Singapore; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Singapore judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong British Virgin Islands or the PRC Singapore of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong British Virgin Islands or the PRCSingapore.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the other Transaction Documents and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of the PRC, and Hong Kong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition court and enforcement of judgments of such New York courts and such judgment has been reviewed by provided with respect to the courts of the PRC pursuant Cayman Islands, such treaties judgment or the principle order (i) is given by a foreign court of reciprocitycompetent jurisdiction; (ii) is final and conclusive; (iii) is not in respect of a tax, fine or other penalty; (iv) was not obtained by fraud; and (Fv) such judgment is not of a final and legally effective judgment rendered by kind, the New York Courtenforcement of which is contrary to public policy in the Cayman Islands. The Company is not aware of any reason why the enforcement in the Cayman Islands, the PRC, or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC, or Hong Kong.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the other Transaction Documents and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, the British Virgin Islands, Hong Kong or the courts of and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition court and enforcement of judgments of such New York courts and such judgment has been reviewed by provided with respect to the courts of the PRC pursuant Cayman Islands, such treaties judgment or the principle order (A) is given by a foreign court of reciprocitycompetent jurisdiction; (B) is final and conclusive (C) is not in respect of a tax, fine or other penalty (D) was not obtained by fraud; and (FE) such judgment is not of a final and legally effective judgment rendered by kind, the New York Courtenforcement of which is contrary to public policy in the Cayman Islands. The Company is not aware of any reason why the enforcement in the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRCSingapore, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRCSingapore, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; judgment (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; and (c) such in obtaining judgment there was no fraud on the part of the person in whose favor judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine given or a penalty; (e) such judgement is final, no new admissible evidence relevant to on the action is submitted prior to the rendering part of the judgment by the courts of the Cayman Islands or Hong KongNew York Court; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRCSingapore, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCSingapore, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Singapore court at the time the lawsuit is instituted in a foreign court, (E) PRC Singapore has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts Courts and such judgment has been reviewed by the courts of the PRC Singapore pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC Singapore of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRCSingapore.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the other Transaction Documents and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or and recognized and enforced by the courts of the PRCBritish Virgin Islands, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition court and enforcement of judgments of such New York courts and such judgment has been reviewed by provided with respect to the courts of the PRC pursuant British Virgin Islands, (i) the New York Court issuing the judgment had jurisdiction in the matter and the Company either submitted to such treaties jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (ii) the principle of reciprocity, and (F) such judgment is a final and legally effective for a liquidated sum; (iii) the judgment rendered given by the New York CourtCourt was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; (v) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and (vi) the proceedings pursuant to which judgment was obtained were not contrary to natural justice. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Islands or Hong Kong or the courts of the PRCKong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the Cayman Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law for Hong Kong, (a) a separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the other Transaction Documents and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, the PRC and Hong Kong or the courts of the PRCKong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCPRC and Hong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC or Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition court and enforcement of judgments of such New York courts and such judgment has been reviewed by provided with respect to the courts of the PRC pursuant Cayman Islands, such treaties judgment or the principle order (i) is given by a foreign court of reciprocitycompetent jurisdiction; (ii) is final and conclusive; (iii) is not in respect of a tax, fine or other penalty; (iv) was not obtained by fraud; and (Fv) such judgment is not of a final and legally effective judgment rendered by kind, the New York Courtenforcement of which is contrary to public policy in the Cayman Islands. The Company is not aware of any reason why the enforcement in the Cayman Islands, the PRC or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, the PRC or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts Grand Court of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by impeachable on the grounds of fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kongfinal and conclusive; and (f) there such judgment is due compliance not inconsistent with the correct procedures under the laws of a judgement in the Cayman Islands or Hong Kongin respect of the same matter, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (a) an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. (a) The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Kong, or the PRC, Philippines or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of the PRCPhilippines, provided that (i) with respect subject to courts of the judicial discretion under common law for the Cayman Islands or Islands, Hong Kong; , or the Philippines, (a) such New York Court had proper jurisdiction over a separate legal action was brought at common law in the parties subject Cayman Islands, Hong Kong, or the Philippines, to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of the Cayman Islands, Hong Kong, or the Philippines; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxesconflict with a prior Cayman Islands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtPhilippines judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Kong, or the PRC Philippines of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Kong, or the PRCPhilippines. (b) The Company agrees that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Cayman Islands Grand Court will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, or in respect of a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The Cayman Islands courts are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRCBritish Virgin Islands or Hong Kong, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such New York Court judgement is given by a foreign court of competent jurisdiction and such foreign court had proper jurisdiction over the parties subject to such judgment; (b) the judgment imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) this judgment is final; (d) there is no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; (e) such judgment was is not in respect of taxes, fines, penalties or similar fiscal or revenue obligations of the company; and (f) such judgment is not obtained in a fraudulent manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or British Virgin Islands; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law for Hong Kong, (a) a separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was a final judgment conclusive upon the merits of the claim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Kong, or the PRCTaiwan, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong Kong, or the courts of the PRCTaiwan, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the Cayman Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong or Taiwan, subject to the judicial discretion under common law for Hong Kong and civil law for Taiwan, (a) an separate legal action was brought at common law in a Hong Kong court or under civil law in a Taiwan court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong or Taiwan; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Kong, or the PRC Taiwan of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Kong, or the PRCTaiwan.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (iA) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (I) is given by a foreign court of competent jurisdiction, (II) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (III) is final, (IV) is not in respect of taxes, a fine or a penalty, and (V) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiB) with respect to courts of the PRC, (AI) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BII) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (CIII) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DIV) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, courts of Hong Kong or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or and Hong Kong; Kong (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or the courts of the Islands and PRC, provided that such judgement (i) with respect to courts of the Cayman Islands or Hong Kong; Islands, (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such imposes on the judgment was not obtained in debtor a manner and is not of liability to pay a kind liquidated sum for which the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kongjudgment has been given; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; and; (ed) such judgement is final, no new admissible evidence relevant judgements or the enforcement thereof would not be contrary to the action is submitted prior to the rendering of the judgment by the courts public policy of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCPRC and comply with civil procedural requirements under the PRC laws related to civil procedure, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; among other things, (a) such New York Court had proper jurisdiction over the parties subject judgment was obtained by fraud, or in proceedings contrary to such judgmentnatural or substantial justice, or contravenes public policy in England or the Human Rights ▇▇▇ ▇▇▇▇ (or any subordinate legislation made thereunder, to the extent applicable); (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a penaltyforeign law that an English court considers to relate to a penal, revenue or other public law; (c) the judgment amounts to judgment on a matter previously determined by an English court or conflicts with a judgment on the same matter given by a court other than a New York Court or was obtained in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court; (d) the judgment is given in proceedings brought in breach of an agreement for the settlement of disputes; (e) such judgement the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is final, no new admissible evidence relevant to the action a judgment that is submitted prior to the rendering otherwise specified in section 5 of the Protection of Trading ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or is a judgment based on measures designated by the courts Secretary of the Cayman Islands or Hong KongState under section 1 of that Act; and (f) there is due compliance with the correct procedures under the laws enforcement proceedings are not commenced within six years of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments date of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtjudgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC England and Wales of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong England and Wales or the PRCHuman Rights ▇▇▇ ▇▇▇▇ (or any subordinate legislation made thereunder, to the extent applicable).

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong PRC or the PRC anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong PRC or the PRCanywhere else.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement the Transaction Documents and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (fE) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kongfinal and conclusive, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Each of the Transaction Documents is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of such documents. Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (iA) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is not in respect of taxes, a fine or a penalty, and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or PRC. (lxiii) Forward-Looking Statements. No forward-looking statement (within the PRCmeaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the General Disclosure Package and the Final Prospectus (including all amendments and supplements thereto) has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Enforceability of Judgment. (a) The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong BVI, or the PRC, Singapore or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong BVI or the courts of the PRCSingapore, provided that (i) with respect subject to courts of the judicial discretion under common law for the Cayman Islands Islands, BVI, or Hong Kong; the Singapore, (a) such New York Court had proper jurisdiction over a separate legal action was brought at common law in the parties subject Cayman Islands, BVI, or the Singapore, to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of the Cayman Islands, BVI, or the Singapore; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxesconflict with a prior Cayman Islands, a fine or a penalty; (e) such judgement is finalBVI, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtSingapore judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong BVI, or the PRC Singapore of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong BVI, or the PRCSingapore. (b) The Company agrees that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Cayman Islands Grand Court will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, or in respect of a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The Cayman Islands courts are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Enforceability of Judgment. The Company agrees that Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgement is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principals of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityforeign judgments, and (FB) such according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment is a final and legally effective judgment rendered by against the New York CourtCompany if they decided that the judgement violates the basic principles of PRC law or national sovereignty, security or public interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsIslands or PRC. (bbb) No Finder’s Fee. There are no contracts, Hong Kong agreements or understandings between the PRCCompany or its Subsidiaries and Consolidated Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Consolidated Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of the and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Each of the Transaction Documents is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of such documents. Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (iA) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is not in respect of taxes, a fine or a penalty, and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that This Agreement is in proper form under the laws of the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC of this Agreement. Except as disclosed or incorporated by reference in the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, the British Virgin Islands, Hong Kong or and the courts PRC subject to the principles and conditions under the laws of each of the PRCforegoing jurisdictions, provided that that, for example, (i) with respect to courts the Grand Courts of the Cayman Islands or Hong KongIslands, (A) such judgment is given by a foreign court of competent jurisdiction and imposes on the judgment debtor a liability to pay a liquidated sum for which judgment has been given; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (bB) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (cC) such judgment was not obtained by impeachable on the grounds of fraud; (dD) such judgment is not in respect of taxes, a fine or a penalty; (eE) such judgement is finalfinal and conclusive; and (F) such judgment is not inconsistent with a Cayman Islands judgment in respect of the same matter, (ii) with respect to courts of the PRC, (A) PRC courts may recognize and enforce foreign judgment in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country where the judgment is made or on the principles of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest, (iv) with respect to the courts of the British Virgin Islands, (A) such courts had proper jurisdiction over the parties subject to such judgment, (B) such courts did not contravene the rules of natural justice of the British Virgin Islands, (C) such judgment was not obtained by fraud, (D) the enforcement of the judgment would not be contrary to the public policy of the British Virgin Islands, (E) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman British Virgin Islands or Hong Kong; and (fF) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected British Virgin Islands; and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, the British Virgin Islands, Hong Kong or and the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or and the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong or the courts of the ▇▇▇▇ ▇▇▇▇ and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgment in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments jurisdiction where the judgment is made or on the enforcement thereof are not contrary to principles or reciprocity with the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing United States that provide for the reciprocal recognition and enforcement of judgments foreign judgments, and (B) according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of such New York courts PRC law or national sovereignty, security or public interest, and such judgment has been reviewed by (iii) with respect to the courts of Hong Kong, (A) the PRC pursuant such treaties judgement is for a definite monetary sum and is not a judgement for a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty, (B) the principle judgment is final and conclusive, (C) the judgement is not in reach of reciprocitythe provisions of the Foreign Judgments (Restriction on Recognition and Enforcement) Ordinance (Chapter 46 of the Laws of Hong Kong), (D) the relevant court had the jurisdiction according the Hong Kong rules of the conflict of laws, (E) the judgment was not obtained as a result of fraud, (F) the enforcement of the judgement would not be contrary to the public policy in Hong Kong, (G) the judgment was not obtained in proceedings contrary to natural justice, and (FH) such the application to enter judgment in Hong Kong against the relevant party is a final and legally effective judgment rendered by the New York Courtinstituted within required valid period. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that Except as described in the Time of Sale Prospectus and the Prospectus, any final and conclusive judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein the Deposit Agreement would be recognized against the Company and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt would give judgement based thereon in the Court of the Cayman IslandsC▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong or the courts of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given and is final, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, and (iii) with respect to courts of Ireland (A) the courts are satisfied (on the basis of Irish conflicts of laws) that the New York Court was a court of competent jurisdiction; (B) the judgment has not been obtained or alleged to have been obtained by fraud or a trick; (C) the decision of the New York Court and the enforcement thereof was not and would not be contrary to natural or constitutional justice under Irish law; (D) the enforcement of the judgment would not be contrary to public policy as understood by the Irish courts or constitute the enforcement of a judgment of a penal or revenue nature; (E) PRC the judgment is not inconsistent with a judgment of the Irish courts in respect of the same matter; (F) the judgment is final and conclusive and is for a debt or definite sum of money; (G) the procedural rules of the New York Court and the Irish courts have been observed; (H) no fresh evidence is adduced by any party thereto which could not have been discovered prior to the judgment of the New York Court by reasonable diligence by such party and which shows such judgment to be erroneous; and (I) there is a practical benefit to the party in whose favour the judgment of the New York Court is made in seeking to have that judgment enforced in Ireland; and (iv) with respect to courts of Norway (A) the respective parties have agreed on and submitted in writing to the exclusive jurisdiction of the relevant court or tribunal, (B) the decision obtained is final, non-appealable, conclusive and enforceable in and pursuant to the laws of the country in which it has international treaties been passed, (C) the decision relates to issues where freedom of contract apply and no mandatory rules on jurisdiction or overriding mandatory provisions are applicable, including (I) interest in land or concerns certain rights in respect of property, (II) validity of the constitution, the nullity or the principle dissolution of reciprocity providing for companies or other persons, or the reciprocal recognition validity of the resolutions of their decision-making bodies, (III) any debt settlement negotiations, bankruptcy, insolvency, liquidation, enforcement or similar proceedings in respect of the relevant Norwegian company, and (IV) the acceptance and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties decision are not considered to be in conflict with decency or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtNorwegian mandatory law or public policy. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong the PRC, Ireland or the PRC Norway of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong the PRC or Ireland. (bbb) No Finder’s Fee. There are no contracts, agreements or understandings between the PRCCompany or its Subsidiaries and any person that would give rise to a valid claim against the Company or its Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and or any of their respective officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any final judgment This Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) is not inconsistent with a Cayman Islands judgment in respect of the same matter or impeachable on the grounds of fraud, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or the courts of the Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; Islands, such judgment (a) such New York Court had proper jurisdiction over the parties subject to such judgmentis given by a foreign court of competent jurisdiction; (b) such imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is not in respect of taxes, a fine or penalty; and (d) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, British Virgin Islands, Hong Kong or the courts of the and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would generally be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; among other things, (a) such New York Court had proper jurisdiction over the parties subject judgment was obtained by fraud, or in proceedings contrary to such judgmentnatural or substantial justice, or contravenes public policy in England or the Human Rights ▇▇▇ ▇▇▇▇ (or any subordinate legislation made thereunder, to the extent applicable); (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a penaltyforeign law that an English court considers to relate to a penal, revenue or other public law; (c) the judgment amounts to judgment on a matter previously determined by an English court or conflicts with a judgment on the same matter given by a court other than a New York Court or was obtained in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court; (d) the judgment is given in proceedings brought in breach of an agreement for the settlement of disputes; (e) such judgement the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is final, no new admissible evidence relevant to the action a judgment that is submitted prior to the rendering otherwise specified in section 5 of the Protection of Trading ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or is a judgment based on measures designated by the courts Secretary of the Cayman Islands or Hong KongState under section 1 of that Act; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof proceedings are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as commenced within six years of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRCsuch judgment.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; Islands, (aA) such New York Court courts had proper jurisdiction over the parties subject to such judgment; , (bB) such judgment was courts did not obtained in a manner and is not contravene the rules of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; Islands, (cC) such judgment was not obtained by fraud; , (dD) such the enforcement of the judgment is would not in respect be contrary to the public policy of taxesthe Cayman Islands, a fine or a penalty; (eE) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; Islands, and (fF) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments any application or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing request for the reciprocal recognition and enforcement execution of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by subject to compliance with relevant civil procedural requirements in the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsIslands or PRC. (ggg) No Finder’s Fee. There are no contracts, Hong Kong agreements or understandings between the PRCCompany or its Subsidiaries and any person that would give rise to a valid claim against the Company or its Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries or any of their respective officers, directors, shareholders, sponsors, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong the British Virgin Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong the British Virgin Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; the British Virgin Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kongthe British Virgin Islands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kongthe British Virgin Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kongthe British Virgin Islands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong the British Virgin Islands, the PRC, or the PRC anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the British Virgin Islands, the PRC, or anywhere else.

Enforceability of Judgment. The Company agrees that Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRCSingapore, or the cause of action in respect of which the original judgment was given or re-litigation relitigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRCSingapore, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRCSingapore, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCSingapore, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Singapore court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any court or other authority in the Cayman Islands or in the PRC, or, except as described in the Time of Sale Prospectus and Prospectus, that any stamp or similar tax in the Cayman Islands or in the PRC be paid on or in respect of this Agreement, the Deposit Agreement or any other documents to be furnished hereunder. Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (fE) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kongfinal and conclusive, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Islands or Hong Kong or the courts of the PRCKong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, Hong Kong (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, or security or sovereignty of the PRCHong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC Hong Kong has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts Courts and such judgment has been reviewed by the courts of the PRC Hong Kong pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that Except as described in the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (aIslands(a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was New York Court did not obtained in a manner and is not contravene the rules of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such the enforcement of the judgment is would not in respect be contrary to the public policy of taxes, a fine or a penaltythe Cayman Islands; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, subject to compliance with relevant treaties or other form of reciprocity between the PRC and other jurisdictions and civil procedural requirement in the PRC (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, public interest, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, BVI or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRCBVI or Hong Kong, provided that (i) with respect neither the Reciprocal Enforcement of Judgments Act (1922) or the Foreign Judgments (Reciprocal Enforcement) Act (1964) applies to judgments from courts in the United States, and therefore any final and conclusive monetary judgment from courts in the United States (foreign court) for a definite sum against the Company may be the subject of enforcement proceedings in the courts of the Cayman British Virgin Islands or Hong Kong; under the common law doctrine of obligation by action on the debt evidenced by the judgment of such competent foreign court. A final opinion as to the availability of this remedy should be sought when the facts surrounding the foreign court’s judgment are known, but, on general principles, we would expect such proceedings to be successful provided that: (a) such New York Court the foreign court had proper jurisdiction over in the parties subject matter and the Company either submitted to such judgmentjurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (b) such the judgment given by the foreign court was not obtained in a manner and is not respect of a kind the enforcement of which is contrary to natural justice penalties, taxes, fines or the public policy of the Cayman Islands similar fiscal or Hong Kongrevenue obligations; (c) such the judgment was not obtained by fraud; (d) such recognition or enforcement of the judgment is would not in respect of taxes, a fine or a penaltybe contrary to British Virgin Islands public policy; and (e) such judgement is final, no new admissible evidence relevant the proceedings pursuant to the action is submitted prior to the rendering of the which judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are was obtained were not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRCjustice].

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of the and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or PRC. (lx) Absence of Off-Balance Sheet Transactions. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the PRCCompany or any of the Controlled Entities with unconsolidated entities or other persons.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (aIslands(a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was New York Court did not obtained in a manner and is not contravene the rules of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such the enforcement of the judgment is would not in respect be contrary to the public policy of taxes, a fine or a penaltythe Cayman Islands; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsIslands or PRC. (hhh) No Finder’s Fee. There are no contracts, Hong Kong agreements or understandings between the PRCCompany or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation relitigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such judgement given by a New York Court will be regarded as a foreign court of competent jurisdiction and had proper jurisdiction over the parties subject to such judgment; (b) such judgment was imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) this judgment is final; (d) there is no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; (e) such judgment is not in respect of taxes, fines, penalties or similar fiscal or revenue obligations of the company; and (f) such judgment is not obtained in a fraudulent manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongBritish Virgin Islands, and [(ii) with respect to courts of the PRCHong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity proceedings in which such judgment was obtained were not opposed to be heardnatural justice, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong or in conflict with a prior Hong Kong judgment, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of a separate legal action was brought at common law in Hong Kong court to enforce such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityjudgment, and (F) such judgment is a final and legally effective judgment rendered by the New York Court, (G) the New York Court was jurisdictionally competent, and (H) such judgment was for a liquidated amount in a civil matter and not in respect of taxes. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any final judgment Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company in accordance with its terms. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgment is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principles of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityforeign judgments, and (FB) such according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment is a final and legally effective against the Company if they decided that the judgment rendered by violates the New York Courtbasic principles of PRC law or national sovereignty, security or public interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsIslands or PRC. (fff) No Finder’s Fee. There are no contracts, Hong Kong agreements or understandings between the PRCCompany or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, sponsors, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, PRC and Hong Kong or the courts of the PRCKong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and PRC, provided that (iA) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (I) is given by a foreign court of competent jurisdiction, (II) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (III) is final, (IV) is not in respect of taxes, a fine or a penalty, and (V) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiB) with respect to courts of the PRC, (AI) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BII) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (CIII) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DIV) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (b) the judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the Cayman Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (a) an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was not obtained in a manner and is not of a kind final judgment conclusive upon the enforcement of which is contrary to natural justice or the public policy merits of the Cayman Islands or Hong Kongclaim; (c) such judgment judgement was for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges; (d) such judgement was not obtained by fraud; (de) the proceedings in which such judgment was obtained were not opposed to natural justice; (f) the enforcement or recognition of such judgment would not be contrary to the public policy of Hong Kong; (g) the court of the United States was jurisdictionally competent; and (h) such judgment is was not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, except as disclosed in the General Disclosure Package and the Final Prospectus, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgment is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principles of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityforeign judgments, and (FB) such according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment is a final and legally effective against the Company if they decided that the judgment rendered by violates the New York Courtbasic principles of PRC law or national sovereignty, security or public interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized recognised and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgment is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principles of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityforeign judgments, and (FB) such according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment is a final and legally effective against the Company if they decided that the judgment rendered by violates the New York Court. basic principles of PRC law or national sovereignty, security or public interest The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation relitigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman British Virgin Islands or Hong Kong; (a) such judgement given by a New York Court will be regarded as a foreign court of competent jurisdiction and had proper jurisdiction over the parties subject to such judgment; (b) such judgment was imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) this judgment is final; (d) there is no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands; (e) such judgment is not in respect of taxes, fines, penalties or similar fiscal or revenue obligations of the company; and (f) such judgment is not obtained in a fraudulent manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongBritish Virgin Islands, and [(ii) with respect to courts of the PRCHong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity proceedings in which such judgment was obtained were not opposed to be heardnatural justice, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong or in conflict with a prior Hong Kong judgment, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of a separate legal action was brought at common law in Hong Kong court to enforce such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityjudgment, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtCourt and (G) the New York Court was jurisdictionally competent, and (H) such judgment was for a liquidated amount in a civil matter and not in respect of taxes. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in of the Grand Court of the Cayman Islands, Hong Kong or Islands and the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment was not obtained in (A) is given by a manner and is not foreign court of competent jurisdiction, (B) imposes on the judgment debtor a kind liability to pay a liquidated sum for which the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; judgment has been given, (cC) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; , (eD) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering enforcement of the judgment by would not be contrary to natural justice or the courts public policy of the Cayman Islands or Hong Kong; and Islands, (fE) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Konga final judgment, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments any application or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing request for the reciprocal recognition and enforcement execution of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by subject to compliance with relevant civil procedural requirements in the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Specified Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; among other things, (a) such New York Court had proper jurisdiction over the parties subject judgment was obtained by fraud, or in proceedings contrary to such judgmentnatural or substantial justice, or contravenes public policy in England or the Human Rights ▇▇▇ ▇▇▇▇ (or any subordinate legislation made thereunder, to the extent applicable); (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a penaltyforeign law that an English court considers to relate to a penal, revenue or other public law; (c) the judgment amounts to judgment on a matter previously determined by an English court or conflicts with a judgment on the same matter given by a court other than a Specified Court or was obtained in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court; (d) the judgment is given in proceedings brought in breach of an agreement for the settlement of disputes; (e) such judgement the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is final, no new admissible evidence relevant to the action a judgment that is submitted prior to the rendering otherwise specified in section 5 of the Protection of Trading ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or is a judgment based on measures designated by the courts Secretary of the Cayman Islands or Hong KongState under section 1 of that Act; and (f) there is due compliance with the correct procedures under the laws enforcement proceedings are not commenced within six years of the Cayman Islands date of such judgment. (hhh) No Immunity from Suit. Except as provided by laws or Hong Kongstatutes generally applicable to transactions of the type described in this Agreement, and [(ii) neither the Company nor any of its respective properties, assets or revenues has any right of immunity under United Kingdom, New York or United States law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any law of the United Kingdom, New York or United States federal court, from service of process, attachment upon or prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to courts its obligations, liabilities or any other matter under or arising out of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or in connection with this Agreement or the enforcement thereof are not contrary Deposit Agreement. To the extent that the Company or any of its respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company waives or will waive such right to the law, public policy, security or sovereignty of the PRC, (C) extent permitted by law and has consented to such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition relief and enforcement as provided in Section 8(g) of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRCthis Agreement.

Enforceability of Judgment. The Company agrees that Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) such judgments are given by foreign courts of competent jurisdiction and are effective, (B) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BC) such judgments or the enforcement thereof are not contrary to the law, public policy, security security, sovereignty or sovereignty public interest of the PRC, (CD) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DE) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. Except as disclosed in the Registration Statement, (E) PRC has international treaties or the principle Time of reciprocity providing for Sale Prospectus and the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by Prospectus, the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman IslandsIslands or PRC. (ccc) No Finder’s Fee. There are no contracts, Hong Kong agreements or understandings between the PRCCompany or its Subsidiaries and Affiliated Entity and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entity or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entity or any of their respective officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of Dubai, United Arab Emirates and the PRC, provided that (i) with respect to the courts of the Cayman Islands such judgment (A) does not relate to a sum of money payable in respect of multiple damages, taxes or Hong Kong; other charges of a like nature or in respect of a fine or other penalty, (aB) such New York Court foreign courts had proper jurisdiction over the parties subject to such judgment; (bC) such judgment was foreign courts did not obtained in a manner and is not contravene the rules of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (cD) such judgment was not obtained by fraud; (dE) such the enforcement of the judgment is would not in respect be contrary to the public policy of taxes, a fine or a penaltythe Cayman Islands; (eF) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (fG) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to the courts of Dubai, (A) the courts of Dubai do not have exclusive original jurisdiction to hear the underlying dispute; (B) the parties were served with the proceedings; (C) the judgment has res judicata effect; and (D) the judgement does not conflict with a judgment previously issued in the UAE and does not violate public policy or morals and (iii) with respect to the courts of the PRC, (A) adequate service of process has been effected and such judgments or the defendant has had a reasonable opportunity to be heardenforcement thereof are in compliance with relevant requirements under the PRC Civil Procedures Law, (B) such judgments or the enforcement thereof are not contrary to the basic principles of law, public policy, security or sovereignty and public interest of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties parties, and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC. (ggg) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Subsidiaries and any person that would give rise to a valid claim against the Company or its Subsidiaries or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company or its Subsidiaries or any of their respective officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ or the PRC.

Enforceability of Judgment. The Company agrees that Except as disclosed in the financial statements in the Registration Statement, the General Disclosure Package and the Final Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (iA) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is not in respect of taxes, a fine or a penalty, and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that Except as described in the Registration Statement, Time of Sale Prospectus and the Prospectus, any final and conclusive judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company at common law, without any re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upondispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or and would be recognized and enforced against the courts of Company and would give judgement based thereon in the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, the British Virgin Islands, Hong Kong or the courts of and the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of the and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, subject to the uncertainties in respect of PRC courts’ recognition and enforcement of foreign judgments disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; (iii) with respect to the courts of Hong Kong, (A) adequate service the judgement is for a definite monetary sum and is not a judgement for a sum payable in respect of process has been effected and the defendant has had taxes or other charges of a reasonable opportunity to be heardlike nature or in respect of a fine or other penalty, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCjudgment is final and conclusive, (C) such judgments were the judgement is not obtained by fraudulent means in reach of the provisions of the Foreign Judgments (Restriction on Recognition and do not conflict with any other valid judgment in Enforcement) Ordinance (Chapter 46 of the same matter between the same parties and Laws of Hong Kong), (D) an action between the same parties in relevant court had the same matter is not pending in any PRC court at jurisdiction according the time Hong Kong rules of the lawsuit is instituted in a foreign courtconflict of laws, (E) PRC has international treaties or the principle judgment was not obtained as a result of reciprocity providing for fraud, (F) the reciprocal recognition and enforcement of judgments of such New York courts and such the judgement would not be contrary to the public policy in Hong Kong, (G) the judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocitywas not obtained in proceedings contrary to natural justice, and (FH) such the application to enter judgment in Hong Kong against the relevant party is a final and legally effective judgment rendered by the New York Courtinstituted within required valid period. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or Islands and the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgement is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principals of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityforeign judgments, and (FB) such according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment is a final and legally effective judgment rendered by against the New York CourtCompany if they decided that the judgement violates the basic principles of PRC law or national sovereignty, security or public interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment judgement debt in the Grand Court of the Cayman Islands, Hong Kong or Islands and the courts of the PRC, provided that (iA) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is not in respect of taxes, a fine or a penalty, and (iv) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, basic legal principles, social public interest, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (Ev) requirements under PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityCivil Procedures Law is followed, and (Fvi) such there exists treaties or reciprocal arrangements between PRC and the jurisdiction where the judgment is a final and legally effective judgment rendered by the New York Courtmade . The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, British Virgin Islands or Hong Kong or the PRCKong, or the cause of action in respect of which the original judgment was given or re-litigation relitigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong British Virgin Islands or the courts of the PRCHong Kong, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (aBritish Virgin Islands(a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman British Virgin Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongBritish Virgin Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongBritish Virgin Islands, and [(ii) with respect to courts of the PRCHong Kong, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCHong Kong, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Hong Kong court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that Except as described in the Time of Sale Prospectus and the Prospectus, any final and conclusive judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein the Deposit Agreement would be recognized against the Company and enforced, without re-examination or review of the merits of the underlying dispute by the courts of would give judgment based thereon in the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the PRCNorway and Ireland, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given and is final, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, Ireland (A) adequate service the courts are satisfied (on the basis of process Irish conflicts of laws) that the New York Court was a court of competent jurisdiction; (B) the judgment has not been effected obtained or alleged to have been obtained by fraud or a trick; (C) the decision of the New York Court and the defendant has had enforcement thereof was not and would not be contrary to natural or constitutional justice under Irish law; (D) the enforcement of the judgment would not be contrary to public policy as understood by the Irish courts or constitute the enforcement of a judgment of a penal or revenue nature; (E) the judgment is not inconsistent with a judgment of the Irish courts in respect of the same matter; (F) the judgment is final and conclusive and is for a debt or definite sum of money; (G) the procedural rules of the New York Court and the Irish courts have been observed; (H) no fresh evidence is adduced by any party thereto which could not have been discovered prior to the judgment of the New York Court by reasonable opportunity diligence by such party and which shows such judgment to be hearderroneous; and (I) there is a practical benefit to the party in whose favour the judgment of the New York Court is made in seeking to have that judgment enforced in Ireland; and (iii) with respect to courts of Norway (A) the respective parties have agreed on and submitted in writing to the exclusive jurisdiction of the relevant court or tribunal, (B) such judgments or the enforcement thereof are not contrary decision obtained is final, non-appealable, conclusive and enforceable in and pursuant to the law, public policy, security or sovereignty laws of the PRCcountry in which it has been passed, (C) such judgments were not obtained by fraudulent means the decision relates to issues where freedom of contract apply and do not conflict with no mandatory rules on jurisdiction or overriding mandatory provisions are applicable, including (I) interest in land or concerns certain rights in respect of property, (II) validity of the constitution, the nullity or the dissolution of companies or other persons, or the validity of the resolutions of their decision-making bodies, (III) any other valid judgment debt settlement negotiations, bankruptcy, insolvency, liquidation, enforcement or similar proceedings in respect of the same matter between the same parties relevant Norwegian company, and (DIV) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition acceptance and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties decision are not considered to be in conflict with decency or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtNorwegian mandatory law or public policy. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Ireland or the PRC Norway of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Ireland or the PRCNorway.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; Islands, (aA) such New York Court courts had proper jurisdiction over the parties subject to such judgment; , (bB) such judgment was courts did not obtained in a manner and is not contravene the rules of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; Islands, (cC) such judgment was not obtained by fraud; , (dD) such the enforcement of the judgment is would not in respect be contrary to the public policy of taxesthe Cayman Islands, a fine or a penalty; (eE) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; Islands, and (fF) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments any application or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing request for the reciprocal recognition and enforcement execution of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by subject to compliance with relevant civil procedural requirements in the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or PRC. (hhh) Forward-Looking Statements. No forward-looking statement (within the PRCmeaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained or incorporated by reference in the Registration Statement and the Prospectus (including all amendments and supplements thereto) has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Enforceability of Judgment. The Company agrees that any final judgment Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company in accordance with its terms. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be declared recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or Islands and the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgment is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principles of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocityforeign judgments, and (FB) such according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment is a final and legally effective against the Company if they decided that the judgment rendered by violates the New York Courtbasic principles of PRC law or national sovereignty, security or public interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong KongIslands; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong KongIslands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized recognised and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on at the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or the courts of the Hong Kong and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong or the PRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and except as described in the General Disclosure Package and the Final Prospectus, any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would may be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (ia) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(iib) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that Except as disclosed in the Disclosure Package, the Prospectus and the Registration Statement, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or any transaction agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, Hong Kong or Islands and the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final and conclusive, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) such judgments are given by foreign courts of competent jurisdiction and are effective, (B) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BC) such judgments or the enforcement thereof are not contrary to the law, public policy, security security, sovereignty or sovereignty public interest of the PRC, (CD) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DE) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. Except as disclosed in the Disclosure Package, (E) PRC has international treaties or the principle of reciprocity providing for Prospectus and the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by Registration Statement, the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that Except as described in the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court of the Cayman Islands, Hong Kong or the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands or Hong Kong; Islands, (aA) such New York Court courts had proper jurisdiction over the parties subject to such judgment; , (bB) such judgement did not contravene the rules of natural justice of the Cayman Islands, (C) such judgment was not obtained in a manner is final and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment , and is not in respect of taxes, a fine or a penalty; , (eD) such judgement is finalthe enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (E) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; Islands, and (fF) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong KongIslands, and [(ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments any application or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing request for the reciprocal recognition and enforcement execution of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final subject to compliance with the PRC General Principle of Civil Law, the PRC Civil Procedures Law and legally effective judgment the relevant civil procedural requirements in the PRC relating to the enforceability of judgments rendered by courts outside the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. The Company agrees that Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands, New Zealand, the PRC, British Virgin Islands, Australia, Singapore, India or Hong Kong for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands, New Zealand, the PRC, British Virgin Islands, Australia, Singapore, India and Hong Kong of this Agreement and the Deposit Agreement. Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands, Hong Kong or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Court courts of the Cayman Islands, Hong Kong or the courts of New Zealand, the PRC, British Virgin Islands, Australia, Singapore, India and Hong Kong subject to the principles and conditions under the laws of each of the foregoing jurisdictions, provided that that, for example, (i) with respect to courts of the Cayman Islands or Hong Kong; (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands or Hong Kong; (c) such judgment was not obtained by fraud; (d) such judgment is not in respect of taxesIslands, a fine or a penalty; (e) such judgement is final, no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands or Hong Kong; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands or Hong Kong, and [(ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgment in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heard, (B) such judgments country where the judgment is made or on the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle principles of reciprocity providing with the United States that provide for the reciprocal recognition and enforcement of judgments foreign judgments, and (B) according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest, (iii) with respect to courts of the New Zealand, such New York courts and such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been reviewed by given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of New Zealand, the courts of New Zealand will determinate whether a judgment obtained from the PRC pursuant U.S. courts under the civil liability provisions of the securities laws is penal or punitive in nature, if so, the courts of New Zealand will not recognize or enforce a judgment against a New Zealand Company; (iv) with respect to courts of the Singapore, a final and conclusive judgment on the merits properly obtained against the Company in any competent court of the State of New York for a fixed sum of money in respect of any legal suit or proceeding arising out of or relating to this Agreement and which could be enforced by execution against the Company in the jurisdiction of the relevant court and has not been stayed or satisfied in whole may be sued on in Singapore as a debt due from the Company if (A) the relevant court had jurisdiction over the Company in that the Company was, at the time such treaties proceeding was instituted, resident in the jurisdiction in which such proceeding had been commenced or had submitted to the principle jurisdiction of reciprocitythe relevant court, (B) that judgment was not obtained by fraud, (C) the enforcement of that judgment would not be contrary to public policy of Singapore, (D) that the judgment had not been obtained in contravention of the principles of natural justice, and (FE) such that the judgment is of the relevant court does not include the payment of taxes, a final fine or penalty; and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ or PRC. (mmm) No Finder’s Fee. There are no contracts, agreements or understandings between the PRCCompany or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, sponsors, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by FINRA.