Common use of Validity of Choice of Law Clause in Contracts

Validity of Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof and Section 7.6 of the Deposit this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York State and United States Federal federal and state court sitting in The the Borough of Manhattan in the City of New York (each, a “New York Court”) or United States federal and state court sitting in the city of Los Angeles in the State of California (each, a “California Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof and Section 7.6 of the Deposit this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, any preliminary prospectus, the General Pricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Firm Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 of the Deposit this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 20 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and, to the extent permitted under the PRC civil law and honored rules of civil procedures, will be observed and given effect by the courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 16 of this Agreement and Section 7.6 [•] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof 16 of this Agreement and Section 7.6 [•] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, the Registration Statement, Statement and the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 of the Deposit Agreement16 hereof.

Validity of Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement Agreement, the Indenture and the Deposit Agreement is or will be a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in Hong Kong and the PRC. The Company Issuer has the power to submit, and pursuant to Section 18 hereof and 14 of this Agreement, Section 7.6 7.8 of the Deposit Agreement, Agreement and Section [21] of the Indenture has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit), action or proceeding brought in any such court; and the Company Issuer has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof and 14 of this Agreement, Section 7.6 7.8 of the Deposit Agreement, Agreement and Section [21] of the Indenture has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure Package, Deposit Agreement and the Registration Statement, the ADS Registration Statement Indenture or the offering of the Offered Shares or the American Depositary Shares Notes in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company Issuer as provided in Section 18 hereof and Section 7.6 of the Deposit Agreement13 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Transaction DocumentsDeposit Agreement, any preliminary prospectus, the General Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 17 hereof and Section 7.6 20 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York Florida as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York the State of Florida and United States Federal court sitting in The City of New York Palm Beach County (each, a “New York Florida Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Florida Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant.

Validity of Choice of Law. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 13 hereof and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 13 hereof and Section 7.6 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 21 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement Agreement, the Representative’s Warrants, and the Deposit Escrow Agreement is each a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof this Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York State and United States Federal court sitting in The the City of New York, New York County or the United States District Court for the Southern District of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof this Agreement, the Representative’s Warrants and Section 7.6 of the Deposit Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, any preliminary prospectus, the General Pricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof this Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrants.

Validity of Choice of Law. The choice choices of laws the law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman Islands, Hong Kong and PRC and, except as disclosed in the PRC Registration Statement, the General Disclosure Package and the Prospectus, will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and PRC, subject to compliance with relevant civil procedural requirements in the PRC, except for, with respect to Cayman Islands, those laws (x) which a Cayman Islands court considers to be procedural in nature, (y) which are revenue or penal laws, or (z) the application of which would be inconsistent with public policy as such term is interpreted under the laws of Cayman Islands. The Company has the power to submit, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in The City the Borough of New York Manhattan, in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit), action or proceeding brought in any such court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure Package, the Registration Statement, the ADS Registration Statement Deposit Agreement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman IslandsC▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands and honored by courts in Hong Kong C▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC. The Company has the power to submit, and pursuant to Section 18 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The Except as may otherwise be disclosed in Registration Statement, the Time of Sale Prospectus or the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands and honored by courts in Hong Kong ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof and Section 7.6 of the Deposit Agreement12 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, any preliminary prospectus, the General Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 of the Deposit Agreement12 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC Islands and will be observed and given effect to by the courts in of the Cayman Islands and honored by courts in Hong Kong and the PRCIslands. The Company has the power to submit, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in the Borough of Manhattan in The City of New York, New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided herein or in Section 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under does not contravene the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by the courts in of the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice choices of laws the law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman Islands, Hong Kong and PRC and, except as disclosed in the PRC Registration Statement, the General Disclosure Package and the Prospectus, will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and PRC, subject to compliance with relevant civil procedural requirements in the PRC, except for, with respect to Cayman Islands, those laws (x) which a Cayman Islands court considers to be procedural in nature, (y) which are revenue or penal laws, or (z) the application of which would be inconsistent with public policy as such term is interpreted under the laws of Cayman Islands. The Company has the power to submit, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in The City the Borough of New York Manhattan, in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit), action or proceeding brought in any such court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure Package, the Registration Statement, the ADS Registration Statement Deposit Agreement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof 17 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 20 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 20 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided herein or in Section 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and honored by courts in Hong Kong and the PRC, except, in respect of the Cayman Islands, for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 [7] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 [7] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 [7] of the Deposit Agreement.

Validity of Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC and will be observed and given effect to by courts in the Cayman Islands and British Virgin Islands and honored by courts in Hong Kong and, to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 16 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof 16 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, the Registration Statement, the ADS Registration Statement General Disclosure Package and the Final Prospectus or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof 16 and Section 7.6 7.7 of the Deposit AgreementAgreement hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and honored by courts in Hong Kong and the PRC, except, in respect of the Cayman Islands, for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided herein or in Section 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 18 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting Court (as defined in The City of New York (each, a “New York Court”Section 13) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under does not contravene the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 13 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 13 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 20 of this Agreement and Section 7.6 [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 20 of this Agreement and Section 7.6 [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided herein or in Section 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of laws the law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman Islands, Hong Kong and the PRC Commonwealth of Australia and will be observed and given effect to by courts in the Cayman Islands and honored by courts in Hong Kong Australia, subject to the conditions and restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, the General Disclosure Package and the PRCProspectus and to compliance with relevant civil procedural requirements (which do not involve a re-examination of the merits of the claim) in Australia. The Company has the power to submit, and pursuant to Section 18 hereof 9(f) of this Agreement and Section 7.6 7.06 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of each (i) with respect to proceedings arising out of this Agreement, any New York State and or United States Federal federal court sitting located in The the City of New York York, Borough of Manhattan, (each, a “New York Court”) and has validly and irrevocably waived and, (ii) with respect to proceedings arising under the Deposit Agreement, any objection to state or federal court in the laying State of venue of any suitNew York, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof and Section 7.6 9(g) of the Deposit this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement this Agreement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 9(g) of the Deposit this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 _______________ of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting Court (as defined in The City of New York (each, a “New York Court”Section 12) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 _______________ of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 _______________ of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York State and United States Federal court sitting in The City of New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Kong, the Philippines and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong Kong, the Philippines and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 14 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC Islands and will be observed recognized and given effect to upheld by courts in the Cayman Islands and honored by courts in Hong Kong and the PRCIslands. The Company has the power to submit, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in the Borough of Manhattan in The City of New York, New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documents, the General Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided herein or in Section 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 14 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC and will be observed and given effect to honored by courts in (i) the Cayman Islands and honored by the British Virgin Islands, except for those laws (A) which such courts consider to be procedural in nature, (B) which are revenue or penal laws, or (C) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands or the British Virgin Islands, as the case may be, (ii) Hong Kong and and, (iii) the PRC, to the extent permitted under the PRC civil law and rules of civil procedures. The Company has the power to submit, and pursuant to Section 18 hereof and Section 7.6 17 of the Deposit Agreement, this Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York, New York, U.S.A., and pursuant to Section 7.6 of the Deposit Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York state court located in the State of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit), action or proceeding brought in any such court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 18 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure Package, the Registration Statement, the ADS Registration Statement Deposit Agreement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 of the Deposit Agreement17 hereof.

Validity of Choice of Law. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 [·] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 [·] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 [·] of the Deposit Agreement.

Validity of Choice of Law. The Except as may otherwise be disclosed in Registration Statement, the Time of Sale Prospectus or the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands and honored by courts in Islands, the British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof and Section 7.6 of the Deposit Agreement12 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, any preliminary prospectus, the General Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof and Section 7.6 of the Deposit Agreement12 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in the Cayman Islands and honored by courts the PRC, subject to the principles and conditions described under the section titled “Enforceability of Civil Liabilities” in Hong Kong the Time of Sale Prospectus and the PRCProspectus. The Company has the power to submit, and pursuant to Section 18 hereof 14 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the New York State and United States Federal court sitting in The City of New York Courts (each, a “New York Court”as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 14 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 14 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 18 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Norway and the PRC Ireland and will be observed and given effect to recognized by courts in the Cayman Islands Islands, Norway and honored by courts in Hong Kong and the PRCIreland. The Company has the power to submit, and pursuant to Section 18 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 16 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 16 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 16 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 12 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 18 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and honored by courts in Hong Kong and or the PRC, except, in respect of the Cayman Islands, for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 19 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in the Cayman Islands and honored by courts PRC, subject to the principles and conditions described under the section titled “Enforceability of Civil Liabilities” in Hong Kong the Time of Sale Prospectus and the PRCProspectus. The Company has the power to submit, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the New York State and United States Federal court sitting in The City of New York Courts (each, a “New York Court”as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands and honored by courts in Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 [13] hereof and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 [13] hereof and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 [13] hereof and Section 7.6 [7.6] of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York Florida as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong British Virgin Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York the State of Florida and United States Federal court sitting in The City of New York Palm Beach County (each, a “New York Florida Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Florida Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Hong Kong ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC and will be observed and given effect to honored by courts in the Cayman Islands and honored by courts in Hong Kong ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and the PRC. The Company has the power to submit, and pursuant to Section 18 12 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 12 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and honored by courts in Hong Kong and the PRC, except, in respect of the Cayman Islands, for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 18 hereof 11 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 hereof 11 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to the Transaction Documentsthis Agreement, the General Disclosure PackageDeposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the American Depositary Shares ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 18 12 hereof and Section 7.6 of the Deposit Agreement.