Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Date, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate of this Agreement, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the CompanySellers, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvalsincluding, filings but not limited to, if so material, the approvals of and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalLaws. (b) Except as has not had and would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law Laws applicable to its business, and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, andCompany or, to the knowledge of the CompanySellers, no agent any agent, director, officer, employee or any other person acting on behalf of any Group Company, has, in the course of its actions for, or on behalf of, a Group Company (collectivelyi) made or given any bribe, the “Company Representatives”) has violated rebate, payoff, influence payment, kickback or any other type of payment, that would violate any Anticorruption Laws, nor has any Group Company Law or any Company Representative offered, paid, promised (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a such Government Official to do or omit to do any act in violation of his or her lawful duties; , (C) securing any improper advantage; advantage or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group The Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority complied in all material respects with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options reporting and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars Circular 37, SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”). As of the date hereof, has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and RegulationsRegulations by such holders or beneficial owners.

Permits; Compliance with Laws. (a) Each Group of the Company and each of its Subsidiaries is in possession of all Permits necessary for it each of the Company and its Subsidiaries to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted as of the date of this Agreement, except for any those Permits the absence of which would notnot reasonably be expected to be, individually or in the aggregate, result in or reasonably be expected material to result in a Company Material Adverse Effect (the “Material Company Permits”). As business of the Original Execution DateCompany and its Subsidiaries, no suspension taken as a whole. Except as set forth on Section 4.12(a) of the Company Disclosure Schedule, since January 26, 2007, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any material Permit. (b) The Company and each of its Subsidiaries is and since January 26, 2007 has been in compliance in all material respects with, and has not been, to the knowledge of the Material Company Permits is pending Company, threatened to be charged with or given written or, to the knowledge of the Company, threatenedoral notice of any violation of, any Applicable Law, any Permit, or any term or condition under any Government Contract or that informs the Company or any Subsidiary that it is under investigation by a Government Authority. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with To the terms knowledge of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse EffectCompany, no Affiliated Physician Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or oral communication of from a Government Authority that alleges that any non-Affiliated Physician Group is not in material compliance with any applicable Law Applicable Law, any Permit or any term or condition under any Government Contract or that has not been cured informs such Affiliated Physician Group that it is under investigation by a Government Authority. (c) The Company and each of its Subsidiaries are, and at all times since January 26, 2007 have been, in compliance with the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder, or any comparable foreign law or statute, except for (x) such investigationsviolations or noncompliance that have not had, charges, assertions, reviews or notifications of violations the outcome of which and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group of the Company and the Company Subsidiaries is in possession of all Permits material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of No action by a Governmental Authority seeking the Original Execution Date, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Each of the Company and the Company Subsidiaries is not in material violation or breach of, or in material default under, any Material Company Permits are valid Permit. All approvals of, and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with with, Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group the Company incorporated in and the PRC with respect to its Company Subsidiaries and their capital structure and operations as it is now being conductedoperations, including approvals, filings and but not limited to registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform CommissionCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable PRC Laws in all material respects. Each of the PRC. For any business carried out by any Group Company in and the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC Subsidiaries has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Neither the Company Material Adverse Effect, no Group nor any Company is, Subsidiary is or has been since December 31in conflict with, 2014, or in default, breach or violation of of, in any material respect, any Law applicable to it (the Company or any Company Subsidiary, including (i) any Law Laws applicable to its business, business and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which . Neither the Company nor any of its share, security, equity interest, property or asset is bound or affected. No Group Company Subsidiary has received any written notice or communication of any material non-compliance with any applicable Law Laws that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Mergercured. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Purchaser Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Purchaser Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Purchaser Permits is pending or, to the knowledge of the CompanyPurchaser, threatened. All such Material Company Purchaser Permits are valid and in full force and effect. Each Purchaser Group Company is in compliance, in all material respects, with the terms of the Material Company Purchaser Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) PRC that are material to the Purchaser Group Companies, taken as a whole, and are required to be obtained or made in respect of each Purchaser Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvalsincluding, filings but not limited to, if so material, the approvals of and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) SAFE and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalLaws. (b) Except as has not had and would not not, individually or in the aggregate, reasonably be expected to have a Company Purchaser Material Adverse Effect, no Purchaser Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law Laws applicable to its business, and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Purchaser Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Purchaser Group Company, no director or officer or employee of any Group Company, andCompany or, to the knowledge of the CompanyPurchaser, no agent any agent, director, officer, employee or any other person acting on behalf of any Purchaser Group Company, has, in the course of its actions for, or on behalf of, a Purchaser Group Company (collectivelyi) made or given any bribe, the “Company Representatives”) has violated rebate, payoff, influence payment, kickback or any other type of payment, that would violate any Anticorruption Laws, nor has any Group Company Law or any Company Representative offered, paid, promised (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a such Government Official to do or omit to do any act in violation of his or her lawful duties; , (C) securing any improper advantage; advantage or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company The Purchaser has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority complied in all material respects with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options reporting and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment the registration of the Purchaser Equity Incentive Plan with the Governmental Authorities in the CompanyPRC. Neither the Company nor, to the knowledge As of the Companydate hereof, such holder or beneficial owner the Purchaser has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and RegulationsRegulations by such holders or beneficial owners.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure to be valid or in full force and effect would not materially and adversely affect any Group Company’s business as it is being conducted as of the date hereof. Each Group Company is in compliance, in all material respects, compliance with the terms of the Material Company Permits, except where noncompliance would not materially and adversely affect such Group Company’s business as it is being conducted as of the date hereof. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investmentLaws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law Laws applicable to its business, business and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured except for (xi) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (yii) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no Company nor any director or officer or employee employees of any Group Company, andnor, to the knowledge of the Company, no any agent or any other person acting on behalf of any Group Company has (collectivelyi) made or given any bribe, the “Company Representatives”) has violated any Anticorruption Lawsrebate, nor has any Group Company payoff, influence payment, kickback or any Company Representative offered, paid, promised other type of payment that would be unlawful under any Anti-corruption Law or (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a such Government Official to do or omit to do any act in violation of relation to his or her lawful duties; duty, (C) securing any improper advantage; advantage or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative , in each case, in order to assist the Company or any Company Representative of its Subsidiaries in obtaining or retaining business for or with, or in directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Lawsperson. (d) No Group Company has conducted or initiated any formal internal investigation or made a voluntary, directed, involuntary voluntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or, to the knowledge of the Company, any Company Representative has received any written notice or citation for any actual or potential noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption LawsLaw. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Shares and/or Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars Circular 75, SAFE Circular 7 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits (including but not limited to operating limits, special industry permits and public hygiene permits), easements, variances, exceptions, consents, certificates (including but not limited to certificates or other proof evidencing their passing of the fire protection or safety inspection), approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted conducted, except for any Permits such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect (the “Material Company Permits”). All such Material Company Permits are valid and in full force and effect, and each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, except as would not have a Company Material Adverse Effect, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvalsincluding, filings but not limited to, if so material, the approvals of and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform CommissionCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalLaws. (b) Except as has not had and would not not, individually or in the aggregate, have a Company Material Adverse Effect, no Group Company isis in conflict with, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) without limitation, any Law Laws applicable to its business, (ii) and any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group CompanyExcept as would not, no director individually or officer or employee of any Group Companyin the aggregate, andhave a Company Material Adverse Effect, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No each Group Company has conducted or initiated any internal investigation or made a voluntarycomplied in all material respects with the reporting and/or registration requirements applicable to it under SAFE Circular 7, directedSAFE Circular 37, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any noticeSAFE Circular 75, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge As of the Companydate hereof, such holder or beneficial owner no Group Company has received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance by the Company or any of its Subsidiaries with the their respective reporting, registration and/or other procedural requirement under SAFE Rules and RegulationsRegulations with respect to the Share Incentive Plan and the Company Share Awards. (d) No Group Company or, to the knowledge of the Company, any Company Representative acting on behalf of any Group Company, has, in the course of its actions for, or on behalf of, a Group Company, (i) made or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment of any money or anything else of value, whether directly or through another person, that would violate any Anticorruption Law or (ii) made an offer to pay, a promise to pay or a payment or transfer of money or anything else of value, or an authorization of such offer, promise, payment or transfer, directly or indirectly, to any Government Official for the purpose of (A) influencing any act or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his lawful duties, (C) securing any improper advantage or (D) inducing such Government Official to influence any act or decision of any Governmental Authority. (e) To the knowledge of the Company, no officer or director of any Group Company is a Government Official. (f) No Group Company has conducted or initiated an internal investigation, made a voluntary or other disclosure to a Governmental Authority, or, to the knowledge of the Company, received any written notice, citation, report or allegation related to alleged violations of any applicable Anticorruption Law. (g) Neither any of the Group Companies nor, to the knowledge of the Company, any director, officer, employee, or affiliate of any Group Company is (i) currently subject to any U.S. sanctions administrated by the Office of Foreign Assets Control of the U.S. Treasury or (ii) has violated, or operated not in compliance with, any applicable export restrictions, anti-boycott regulations or embargo regulations.

Permits; Compliance with Laws. (a) Each Group The Company is and each of its Subsidiaries are in possession of all Permits necessary for it required to be held by them in order to own, lease, lease and operate and use its their respective properties and assets or and to carry on its business their respective businesses as it is they are now being conducted and all such Permits are valid and in full force and effect, except for any Permits the absence failure to maintain or possess any such Permit, and except for any suspension or cancellation of which any such Permit, that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Date, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group . (b) Neither the Company nor any of its Subsidiaries is, or has been since December 31, 20142007 been, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) Company or by which any of its shareSubsidiaries, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) any such investigations, charges, assertions, reviews or notifications of violations the outcome of which that would not, individually or in the aggregate, reasonably be expected to have a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group CompanyThe Company and its Subsidiaries are and have at all times since December 31, no director 2007 been in compliance in all material respects with U.S. and foreign economic sanctions laws and regulations, including economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. (d) Without limiting the foregoing, none of the Company or officer or employee of any Group Companyits Subsidiaries, including its directors, officers and employees and, to the knowledge Knowledge of the Company, no agent agents or third parties acting on the Company’s or any other person acting on behalf of any Group Company (collectivelySubsidiary’s behalf, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promisedengaged, directly or indirectly, in any activity which would cause the Company or any Subsidiary to a person: be in violation in any material respect of the (i) for Foreign Corrupt Practices Act of 1977, as amended, (ii) the purpose of: U.S. ▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇, (A▇▇▇) influencing or affecting the United Kingdom Bribery Act of 2010, (iv) any act or decision of a Government Official applicable Law enacted in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or connection with, or directing business toarising under, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, (v) any other applicable Law of any foreign or domestic jurisdiction of similar effect or that relates to bribery or corruption (collectively “Anti-Bribery Laws”) or (vi) any applicable U.S. money laundering law or regulation, during the period since December 31, 2007 or for so long as such laws or regulations have been in effect, whichever time period is shorter. The Company and its Subsidiaries have conducted their businesses in compliance in all material respects with any Anti-Bribery Laws and U.S. money laundering Laws and have in all material respects instituted and maintain policies and disclosure controls and procedures and an internal accounting system designed to ensure, and which are reasonably expected by the Company to continue to ensure, continued compliance therewith and that violations of applicable Anti-Bribery Laws and U.S. money laundering law or regulation will be prevented, detected and deterred. (e) Without limiting the foregoing, the Company and its Subsidiaries are and have at all times since December 31, 2007 been, in compliance in all material respects with all Laws relating to imports, exports and other international transactions (including without limitation those Laws administered by the U.S. Department of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; and State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130). (f) Without limiting the foregoing, the Company and its Subsidiaries are, and have at all times since December 31, 2007 been, in compliance in all material respects with the terms and conditions of all Contracts to which the Company and any Governmental Entity are parties or under which any Governmental Entity has any rights or obligations, or directly or indirectly benefiting any Governmental Entity (including any subcontract or other Contract between the Company and its Subsidiaries and any contractor or subcontractor to any Governmental Entity) (each, a Group Company “Government Contract”), including the Truth in Negotiations Act, the Service Contract Act, the Contract Disputes Act, the Trade Agreements Act, the Office of Federal Procurement Policy Act, the Federal Acquisition Regulation (“FAR”) and any supplement thereto, and the Criminal False Statements Act. (g) Without limiting the foregoing, since December 31, 2007, none of the Company, its Subsidiaries or any Company Representative; or of their respective personnel has been under (i) to the Knowledge of the Company, administrative, civil or criminal investigation, or (ii) indictment, in a manner that would constitute or have the purpose or effect of public or commercial briberyeither case, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to by any Governmental Authority Entity with respect to any alleged act irregularity, misstatement or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption LawsGovernment Contract. (eh) No Without limiting the foregoing, neither the Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies andnor its Subsidiaries nor, to the knowledge Knowledge of the Company, the Company Representatives, are and any of its or its Subsidiaries’ personnel have been in compliance debarred or suspending from doing business with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)any Governmental Entity. (gi) To Without limiting the knowledge foregoing, since December 31, 2007, neither the Company nor its Subsidiaries nor, to the Knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of its or its Subsidiaries’ personnel has factual knowledge that would provide a reasonable basis for or otherwise give rise to a claim for fraud (as such concept is defined under the registration state or reporting requirements federal laws of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements United States) under the SAFE Rules and Regulations with respect to its investment in the Company. Neither civil or criminal False Claims Acts against the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches subcontractors, in connection with respect to any actual or alleged non-compliance with the SAFE Rules and RegulationsGovernment Contract.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which as would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure to be valid or in full force and effect would not have a Company Material Adverse Effect. Each Group Company is in compliance, in all material respects, compliance with the terms of the Material Company Permits, except where non-compliance would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) PRC that are material to the operations of the Group CompaniesCompanies as they are being conducted as of the date hereof, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedPRC, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance compliance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investmentLaws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except . Since January 1, 2014, except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its shareproperties or assets are bound. To the knowledge of the Company, securitysince January 1, equity interest2014, property or asset is bound or affected. No no Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws that has not been cured except for (xi) such investigations, charges, assertions, reviews or notifications of violations non-compliance the outcome of which would not, individually or in the aggregate, not have a Company Material Company Adverse Effect and/or (yii) such any notice or communication relating to investigations or reviews in the trading in the securities of the Company related with respect to the MergerAmalgamation. (cb) No Except as would not have a Company Material Adverse Effect, no Group Company, no director or officer or employee of any Group Company, andnor, to the knowledge of the Company, no agent the respective directors, officers, employees, or any other person agents of each Group Company, in each case acting on behalf of any a Group Company, in the course of his or her actions for, or on behalf of, a Group Company (collectivelyhas made or given any bribe, the “Company Representatives”) has violated rebate, payoff, influence payment, kickback or any other type of payment that would be unlawful under any Anticorruption Laws, nor has any Group Company Law or any Company Representative offered, paid, promised (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official value or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) unlawfully influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a Government Official to do unlawfully securing any improper advantage or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative , in each case, in order to assist the Company or any Company Representative of its Subsidiaries in obtaining or retaining business for or with, or in directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) person. No Group Company has conducted or initiated any formal internal investigation or made a voluntary, directed, involuntary voluntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any noticeAuthority, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies andor, to the knowledge of the Company, the Company Representativesreceived any written notice, are and have been in compliance with all citation, report or alleged violations of any applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)Anticorruption Law. (gc) To The Company has complied in all material respects with the knowledge of reporting and/or registration requirements under the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations ) with respect to the registration of its investment Share Incentive Plans with the Governmental Authorities in the CompanyPRC. Neither As of the date hereof, the Company nor, to the knowledge of the Company, such holder or beneficial owner has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted (the “Material Company Permits”), except for any where the failure to be in possession of such Material Company Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”)Effect. As of the Original Execution Date, no No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure of such Material Company Permit to be valid or in full force and effect would not materially and adversely affect such Group Company’s business as it is being conducted as of the date hereof. Each Group Company is in compliance, in all material respects, compliance with the terms of the Material Company Permits, except where the failure to be in compliance would not materially and adversely affect such Group Company’s business as it is being conducted as of the date hereof. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings but not limited to the approval and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated in any material respect any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no No Group Company isis or, or has been since December August 31, 20142014 has been, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, Law and (iii) any Law related to the collection, use and protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected, in each case, except for any such default, breach or violation that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured cured, except for (x) any such investigations, charges, assertions, reviews or notifications of violations the outcome of which non-compliance that would not, individually or in the aggregate, have result in or reasonably be expected to result in a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, andCompany nor, to the knowledge of the Company, no agent or any other person directors, officers, employees, accountants, consultants and financial and legal advisors of the Company acting on behalf of any a Group Company (collectively, the “Company RepresentativesRepresentative”) has violated any Anticorruption Laws, nor has any Group Company or or, to the knowledge of the Company, any Company Representative acting on behalf of a Group Company offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any such Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative acting on behalf of a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company RepresentativeRepresentative acting on behalf of a Group Company; or (ii) in a manner that would reasonably be expected to constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption LawsLaw. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or or, to the knowledge of the Company, any Company Representative Representative, with any Anticorruption LawsLaw. No Group Company or or, to the knowledge of the Company, any Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption LawsLaw. (e) No Company Representative is a Government Official. (f) No Group Company nor any Subsidiary of a Group Company nor, to the knowledge of the Company, any Company Representative, is or Company Representative is currently subject to has been (i) identified on any U.S. economic sanctions administered sanctions-related list of restricted or blocked persons, including the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Treasury (“OFAC”), the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury of the United Kingdom, and the Consolidated List of Persons, Groups, and Entities Subject to EU Sanctions; (ii) organized, resident, or located in any country that is itself the subject of U.S. or applicable non-U.S. economic sanctions; or (iii) owned or controlled by any persons described in clause (i) or (ii). (f) The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control OFAC, Her Majesty’s Treasury of the U.S. Department of United Kingdom, the TreasuryEuropean Union, or any EU member state). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.