Common use of Authority Relative to This Agreement; Fairness Clause in Contracts

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any manner. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL and Parent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Board all necessary corporate action, and no other corporate action proceedings on the part of the Company is are necessary to authorize this Agreement or to consummate the execution Transactions (other than, with respect to the authorization and delivery by the Company approval of this Agreement, the Plan of Merger and the consummation by it of Transactions, including the Transactions. The Company has delivered to THL a trueMerger, correct and complete copy of the resolutions of obtaining the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerShareholder Approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified, has: (i) approved and declared advisable this Agreement, the Plan of Merger and the Transactions, including the Merger; (ii) determined that it is this Agreement, the Plan of Merger and the Transactions, including the Merger, are advisable and fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Rollover Shares); (iii) subject to the terms and conditions of this Agreement, resolved to recommend the authorization and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance approval of this Agreement, the Plan of Merger and Transactions, including the consummation Merger, and directed that this Agreement, the Plan of Merger and Transactions, including the Merger, be submitted for authorization and approval, by the shareholders of the Company at the Company Shareholders’ Meeting; and (iv) taken all such actions as may be required to effect the Transactions, including obtaining any necessary consents in respect of the Company Incentive Plans. (c) The only vote of the holders of any class or series of share capital of the Company necessary to authorize and approve this Agreement, the Plan of Merger and the Transactions, including the Merger. (c) The Special Committee has received , is the written opinion affirmative vote of Duff & Xxxxxx, LLC shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at the Company Shareholders’ Meeting (the “Financial AdvisorRequired Company Vote”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe approval of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the resolutions Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded SharesParent), (ii) approved and declared it advisableadvisable this Agreement, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized and approved the executionsubject to Section 6.04(c), delivery and performance resolved to recommend approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Ordinary Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsSpecial Committee, including has directed that this Agreement, the MergerPlan of Merger and the Transactions be submitted to the holders of Ordinary Shares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC X.X. Xxxxxx Securities (Asia Pacific) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date hereof, the Per Share Merger Consideration to be received by paid to the holders of Ordinary Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by paid to the holders of ADSs (in each case, other than ADSs representing the holders of Excluded Shares, including Excluded Shares represented by ADSs) are in the Merger is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL Parent for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such its opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or any of its affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The Company has delivered Merger, in each case, subject only to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company approval of this Agreement by the (i) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares and Preferred Shares, voting together as a single class, with the number of votes the holders of Preferred Shares shall be entitled to vote equal to the number of Common Shares into which such Preferred Shares are convertible, as determined in accordance with the articles of incorporation of the Company, (ii) affirmative vote or consent of the holders of at least a majority of the issued and outstanding Preferred Shares and (iii) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares (other than the Excluded Shares) (collectively, the “Requisite Company Vote”), all in accordance with the Company’s articles of incorporation and bylaws and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerNRS. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Holdco, Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except (i) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights rights, and to general equity principles and (ii) as limited by Laws relating to the availability of equity (the “Bankruptcy and Equity Exception”)specific performance, injunctive relief or other equitable remedies. (b) The Special Committee consists is composed of three (3) members of the Company BoardBoard who are not affiliated with Holdco, each of whom satisfies the “independence” requirements Parent or Merger Sub and are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that it the Merger is fair to, and in the best interests of the Company and its shareholders the Stockholders (other than the holders of Excluded SharesRollover Holders), and declared it advisable, for the Company advisable to enter into this Agreement and the Plan of Merger and consummate the TransactionsAgreement, including the Merger, and (ii) authorized and approved adopted resolutions approving the execution, delivery and performance by the Company of this Agreement, the Plan of Merger Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) subject to the terms of this Agreement (including Section 6.04), resolved to recommend that the Stockholders approve this Agreement (including the recommendation of the Special Committee, the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the Special Committee, has directed that this Agreement be submitted to the Stockholders for approval. (c) The Special Committee has received the written opinion (or oral opinion to be confirmed in writing) of Duff & XxxxxxXxxxxxxx Xxxxx Capital, LLC Inc. (the “Financial Advisor”), dated the date of this Agreementsuch opinion, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate thereof, the Per Share Merger Consideration to be received by the holders of Common Shares (other than holders of Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL Parent, solely for its information informational purposes, promptly after the date of this Agreementreceipt thereof by the Special Committee. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such an opinion may not be relied on by Parent, Holdco, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval of this Agreement, the Plan of Merger and the Transactions by way of (i) a true, correct and complete copy shareholders’ special resolution by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions voting power of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting, (ii) a shareholders’ resolution by the affirmative vote of holders of Shares representing a majority of the aggregate voting power of the outstanding Shares of the Company Board authorizing the execution, delivery and performance (iii) a shareholders’ resolution by the affirmative vote of holders of a majority of the total outstanding Class A Shares (collectively clauses (i), (ii) and (iii), the “Requisite Company Vote”), in each case, in accordance with Section 233(6) of this Agreement the CICL and the consummation by the Company Ninth Amended and Restated Articles of Association of the Transactions certified Company, adopted by special resolution on December 28, 2015 (the Secretary of the “Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerArticles”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by a majority of the directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, by the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the holders of Shares for authorization and approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger, including obtaining any necessary consents in respect of the Performance Incentive Plans. (c) The Special Committee has received the written opinion of from Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares, Shares represented by ADSs and Company RSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied upon by Parent, Merger Sub or any of their respective Affiliates, Representatives or actual or potential sources of Financing.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the receipt of the Company Shareholder Approval, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Board all necessary corporate action, and no other corporate action proceedings on the part of the Company is are necessary to authorize this Agreement or to consummate the execution Transactions (other than, with respect to the authorization and delivery by the Company approval of this Agreement, the Plan of Merger and the consummation by it of Transactions, including the Transactions. The Company has delivered to THL a trueMerger, correct and complete copy of the resolutions of obtaining the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerShareholder Approval). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, insolvency (including all Laws relating to fraudulent transfertransfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified, has: (i) approved and declared advisable this Agreement, the Plan of Merger and the Transactions, including the Merger; (ii) determined that it is this Agreement, the Plan of Merger and the Transactions, including the Merger, are advisable and fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Rollover Shares), and declared it advisable, for ; (iii) subject to the Company to enter into terms of this Agreement (including Section 7.03), resolved to recommend the authorization and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance approval of this Agreement, the Plan of Merger and Transactions, including the consummation Merger, and directed that this Agreement, the Plan of Merger and Transactions, including the Merger, be submitted for authorization and approval, by the shareholders of the Company at the Company Shareholders’ Meeting; and (iv) taken all such actions as may be required to effect the Transactions, including obtaining any necessary consents in respect of the Company Incentive Plan. (c) The only vote of the holders of any class or series of share capital of the Company necessary to authorize and approve this Agreement, the Plan of Merger and the Transactions, including the Merger. (c) The Special Committee has received , is the written opinion affirmative vote of Duff & Xxxxxx, LLC shareholders representing two-thirds or more of the Shares present and voting in person or by proxy as a single class at the Company Shareholders’ Meeting (the “Financial AdvisorRequired Company Vote”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by the affirmative vote of Stockholders representing at least a majority of the issued and outstanding Common Shares in accordance with the DGCL (the “Requisite Company Vote”), to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The Merger, in each case, subject only to the Requisite Company has delivered to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerVote. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights rights, and to general principles of equity (the “Bankruptcy and Equity Exception”)principles. (b) The Special Committee consists is composed of three (3) members of the Company Board, each of whom satisfies the “independence” requirements Board who are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The As of the date of this Agreement, the Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it the Merger, on the terms and subject to the conditions set forth herein, is fair to, and in the best interests of interest of, the Company and its shareholders (other than the holders of Excluded Shares)Stockholders, and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized approved and approved declared advisable this Agreement, the executionMerger and the Transactions and (iii) resolved to recommend that the Stockholders adopt this Agreement (including the recommendation of the Special Committee, delivery and performance the “Company Recommendation”). As of the date of this Agreement, the Plan of Merger and Company Board, acting upon the consummation unanimous recommendation of the TransactionsSpecial Committee, including has directed that this Agreement be submitted to the MergerStockholders for adoption. (c) The Special Committee has received the written opinion of Duff & XxxxxxRBC Capital Markets, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holdersthe Stockholders (other than the Rollover Holders), a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this Agreement, solely for informational purposes. The Financial Advisor has consented or agreed to consent to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or Merger Sub.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders’ special resolution of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions voting power of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Board authorizing Vote”) in accordance with Section 233(6) of the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three comprises two (32) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted for approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC from Hxxxxxxx Lxxxx (China) Limited (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded SharesShares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Proxy Statement and Schedule 13E-3. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe approval of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the resolutions Ordinary Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Holdco, Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded Sharesthe Rollover Securities), (ii) approved and declared it advisableadvisable this Agreement, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized and approved the executionsubject to Section 6.04(c), delivery and performance resolved to recommend approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Ordinary Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsSpecial Committee, including has directed that this Agreement, the MergerPlan of Merger and the Transactions be submitted to the holders of Ordinary Shares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date of such opinion, the Per Share Merger Consideration to be received by paid to the holders of Ordinary Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by paid to the holders of ADSs (in each case, other than ADSs representing the holders of Excluded Shares, including Excluded Shares represented by ADSs) are in the Merger is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL Parent for its information purposes only promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such its opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by the Parent Parties or any of their respective affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders’ special resolution of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCICL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and (iii) resolved to recommend in favor of the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of from Xxxxxx Xxxxxxx Asia Limited and Duff & Xxxxxx, LLC (the each, a “Financial Advisor”)) their written opinions, each dated the date of this Agreement, to the effect thathereof, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than the Excluded Shares, the Dissenting Shares, the Union Sky Delayed Payment Shares, Shares represented by ADSs and Company RSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has Advisors have consented to the inclusion of a copy of such opinion their respective opinions in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinions may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Shareholder Approval, to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution, delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on behalf of the Company, including the Company Board Board, and no other corporate action proceedings on the part of the Company is or any of its Subsidiaries are necessary to authorize this Agreement or to consummate the execution and delivery by transactions so contemplated, subject, in the Company case of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered Merger, to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerShareholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the due authorization, execution and delivery by THL and Parent, constitutes a legal, valid and binding obligation agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that it the Merger is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company advisable to enter into this Agreement, (ii) approved the execution, delivery and performance by the Company of this Agreement, the Plan of Merger, and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend the approval of this Agreement and the Plan of Merger by the shareholders of the Company at the Company Shareholders Meeting. (b) The affirmative vote of shareholders representing at least two-thirds of the Shares, present and consummate voting in person or by proxy as a single class at the TransactionsCompany Shareholders Meeting or any adjournment or postponement thereof (the “Shareholder Approval”), including is the Merger, and (ii) authorized and approved only vote or approval of the execution, delivery and performance holders of any class or series of share capital of the Company necessary to approve this Agreement, the Plan of Merger, the Merger and the consummation of the Transactions, including the Mergerother transactions contemplated hereby. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC UBS AG (the “SC Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date hereof and subject to the limitationsvarious assumptions, qualifications and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holdersthe holders of the Shares (other than the Rollover Shares), a copy of which opinion will be delivered to THL Parent solely for its information purposes promptly after the date execution of this Agreement. The SC Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or Merger Sub.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe approval of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Company Board, acting upon the unanimous recommendation of the Special Committee consists Committee, has as of three the date of this Agreement (3i) members determined that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to and in the best interests of the Company Boardand its shareholders (other than holders of the Alibaba Shares), each (ii) approved and declared advisable this Agreement, the Plan of whom satisfies Merger and the Transactions, and (iii) resolved to recommend approval of this Agreement, the Plan of Merger and the Transactions to the holders of Shares (the “independence” requirements of the New York Stock Exchange (“NYSECompany Recommendation”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair tohas, and in the best interests as of the Company and its shareholders (other than the holders date of Excluded Shares)this Agreement, and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of directed that this Agreement, the Plan of Merger and the consummation Transactions be submitted to the holders of the Transactions, including the MergerShares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC Lazard Asia (Hong Kong) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date hereof, the Per Share Merger Consideration to be received by paid to the holders of Ordinary Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by paid to the holders of ADSs (in each case, other than ADSs representing the holders of Excluded Shares) are in the Merger is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL Parent for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such its opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or any of its affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions, in each case, subject only to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL. The Company has delivered Depositary is obligated pursuant to THL a the Deposit Agreements to vote all Shares represented by ADSs in accordance with the instructions of holders of such corresponding ADSs on the applicable record date for determining the entitlement of holders to give instructions for the exercise of the voting rights pertaining to such Shares. A true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company BoardBoard has been delivered to Parent; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any manner. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that it is fair tothis Agreement, the Plan of Merger and the Transactions, on the terms and subject to the conditions set forth herein, are in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), (ii) approved and declared it advisable, for the Company to enter into advisable this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized resolved to recommend the authorization and approved the execution, delivery and performance approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsSpecial Committee, including has directed that this Agreement, the MergerPlan of Merger and the Transactions be submitted to holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than holders of Excluded Shares and Dissenting Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than holders of ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holdersholders (other than holders of the Excluded Shares and Dissenting Shares, and ADSs representing Excluded Shares), a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders’ special resolution of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICA and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three comprises two (32) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements of the New York (as such term is defined in NASDAQ Stock Exchange (“NYSE”) Listed Company ManualMarket Rule 5605(a)(2)). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by the vote of those directors voting at a meeting duly called and held, has as of the date of this Agreement (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares and Continuing Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted for approval by the shareholders of the Company at the Shareholders’ Meeting. (c) The Special Committee has received the written opinion of from Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Continuing Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares and Continuing Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Merger Sub promptly after the date of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Proxy Statement and Schedule 13E-3. It is agreed and understood that such opinion may not be relied on by Merger Sub or any of its Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, the Plan of Merger and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only, if necessary, to THL a truethe authorization and approval of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting in accordance with Section 233(6) of the CICL (the “Requisite Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerVote”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has has, as of the date hereof (i) determined that it is fair tothis Agreement, the Plan of Merger and the Transactions, on the terms and subject to the conditions set forth herein, are in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Plan of Merger and the consummation Transactions, and (iii) resolved to recommend that the holders of the TransactionsShares, including if required by applicable Law, approve and authorize this Agreement, the MergerPlan of Merger and the Transactions (the “Company Recommendation”). The Company Board, acting upon the recommendation of the Special Committee, has, as of the date hereof, directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”), ) dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval of this Agreement, the Plan of Merger and the Transactions by way of (i) a true, correct and complete copy shareholders’ special resolution by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions voting power of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting, (ii) a shareholders’ resolution by the affirmative vote of holders of Shares representing a majority of the aggregate voting power of the outstanding Shares of the Company Board authorizing the execution, delivery and performance (iii) a shareholders’ resolution by the affirmative vote of holders of a majority of the total outstanding Class A Shares (collectively clauses (i), (ii) and (iii), the “Requisite Company Vote”), in each case, in accordance with Section 233(6) of this Agreement the CICL and the consummation by the Company Ninth Amended and Restated Articles of Association of the Transactions certified Company, adopted by special resolution on December 28, 2015 (the Secretary of the “Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerArticles”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three (3) comprises two members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by a majority of the directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, by the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the holders of Shares for authorization and approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger, including obtaining any necessary consents in respect of the Performance Incentive Plans. (c) The Special Committee has received the written opinion of from Duff & Xxxxxx, LLC (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares, Shares represented by ADSs and Company RSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holdersholders (without giving effect to any impact of the Transactions on any particular holder of the Shares or ADSs other than in its capacity as a holder of Shares or ADSs), a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied upon by Parent, Merger Sub or any of their respective Affiliates, Representatives or actual or potential sources of Equity Financing or any other financing.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval of this Agreement, the Plan of Merger and the Transactions by way of (i) a true, correct and complete copy shareholders’ special resolution by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions voting power of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting, (ii) a shareholders’ resolution by the affirmative vote of holders of Shares representing a majority of the aggregate voting power of the outstanding Shares of the Company Board authorizing the execution, delivery and performance (iii) a shareholders’ resolution by the affirmative vote of holders of a majority of the total outstanding Class A Shares (collectively clauses (i), (ii) and (iii), the “Requisite Company Vote”), in each case, in accordance with Section 233(6) of this Agreement the CICL and the consummation by the Company Ninth Amended and Restated Articles of Association of the Transactions certified Company, adopted by special resolution on December 28, 2015 (the Secretary of the “Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerArticles”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three (3) comprises two members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by a majority of the directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, by the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the holders of Shares for authorization and approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger, including obtaining any necessary consents in respect of the Performance Incentive Plans. (c) The Special Committee has received the written opinion of from Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares, Shares represented by ADSs and Company RSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holdersholders (without giving effect to any impact of the Transactions on any particular holder of the Shares or ADSs other than in its capacity as a holder of Shares or ADSs), a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied upon by Parent, Merger Sub or any of their respective Affiliates, Representatives or actual or potential sources of Equity Financing or any other financing.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Shareholder Approval, to consummate the TransactionsTransactions (including the Merger). The Company Board, acting upon the unanimous recommendation of the Special Committee, has duly and validly (i) authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by (including the Merger), (ii) determined that the Merger is fair to, and in the best interests of, the Company Board and no its shareholders (other corporate action on than the part holders of the Company is necessary to authorize the execution Cancelled Shares), and delivery by declared it advisable for the Company of to enter into this Agreement, the Plan of Merger Agreement and the consummation by it of Transactions (including the Transactions. The Company has delivered Merger), and (iii) resolved to THL a true, correct recommend the approval and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company authorization of this Agreement and the consummation by the Company of the Transactions certified (including the Merger) by the Secretary shareholders of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerat the Company Shareholders Meeting. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL each of Parent and ParentMerger Sub, constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists only vote or approval of three (3) members the holders of any class or series of share capital of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company necessary to enter into approve this Agreement and the Plan of Merger and consummate the Transactions, Transactions (including the Merger, and (ii) authorized and approved is the execution, delivery and performance affirmative vote of this Agreement, the Plan holders of Merger and the consummation Shares representing at least two-thirds of the Transactions, including Shares present and voting in person or by proxy as a single class at the MergerCompany Shareholders Meeting or any adjournment or postponement thereof (the “Shareholder Approval”). (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC Hoxxxxxx Xoxxx (the “SC Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date of such opinion, and subject to the limitationsvarious assumptions, qualifications and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holdersthe holders of the Shares (other than the Cancelled Shares), a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement for informational purposes only, and such opinion has not been withdrawn or modified as of the date hereof. The SC Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or Merger Sub.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of a Special Resolution, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders’ special resolution of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (a “Special Resolution”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCICL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members As of the Company Boarddate hereof, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted for approval by the shareholders of the Company at the Shareholders’ Meeting. (c) The Special Committee has received from Credit Suisse Securities (USA) LLC, the written opinion of Duff & Xxxxxx, LLC financial advisor to the Special Committee (the “Financial Advisor”), dated its oral opinion (to be confirmed by delivery of its written opinion promptly after the date of this Agreement, hereof) to the effect that, as of the date of such opinion and subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than holders of Excluded Shares and their affiliates, Dissenting Shares, Shares represented by ADSs and Company RSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than holders of ADSs representing the or that are Excluded SharesShares and their affiliates) are fair, from a financial point of view, to such holders, a . A copy of which such written opinion will be delivered to THL for its information Parent promptly after the date of this Agreement. The Financial Advisor has consented delivery thereof to the inclusion of a copy of such opinion in the Schedule 13E-3Special Committee solely for informational purposes.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Shareholder Approval, to consummate the Transactions. The executionSpecial Committee has (i) by resolution approved this Agreement, delivery the Plan of Merger and performance by the Transactions; (ii) determined that the Transactions are fair to, and in the best interests of, the Company and its shareholders (other than the holders of Cancelled Shares) and declared it is advisable for the Company to enter into this Agreement Agreement, the Plan of Merger and the consummation by Transactions; and (iii) resolved to recommend the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company approval of this Agreement, the Plan of Merger and Transactions by the consummation by it of the Transactions. The Company has delivered to THL a true, correct and complete copy of the resolutions shareholders of the Company Board authorizing the execution, delivery and performance by at the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerShareholders Meeting. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL each of Parent and ParentMerger Sub, constitutes a legal, the valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists only vote or approval of three (3) members the holders of any class or series of share capital of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company necessary to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of approve this Agreement, the Plan of Merger and the consummation Transactions is a Special Resolution (as defined under the Cayman Companies Law), duly held and for such purpose, which requires the affirmative vote of holders of Shares representing at least two-thirds of the Transactions, including outstanding Shares present and voting in person or by proxy as a single class at the MergerCompany Shareholders Meeting or any adjournment or postponement thereof (the “Shareholder Approval”). (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “SC Financial Advisor”), dated the date of this AgreementSeptember 21, 2016, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holdersthe holders of the Shares (other than the Excluded Shares), a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this Agreement, and such opinion has not been withdrawn or modified. The SC Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , including the Merger, in each case, subject only to THL the authorization and approval by way of a trueshareholders’ special resolution (as defined in the CICL) of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCICL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements of the New York (as such term is defined in NASDAQ Stock Exchange (“NYSE”) Listed Company ManualMarket Rule 5605(a)(2)). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Rollover Shares and Excluded Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, on the terms and subject to the conditions set forth herein; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted for authorization and approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger, including obtaining any necessary consents in respect of the Equity Incentive Plans. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC from Xxxxxxxx Xxxxx (China) Limited (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than Rollover Shares, Excluded Shares, Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received from the Depositary by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly and validly authorized by the Company Board and other than such filings and recordation as required by the BVI Companies Act, no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject to THL a true, correct the authorization and complete copy approval by way of the resolutions of the Requisite Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain Vote in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any manneraccordance with BVI Companies Act. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights rights, now or hereafter in effect, and to (ii) general principles of equity (regardless of whether enforceability is considered a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members As of the Company Boarddate hereof, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions; and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including to the Mergerholders of Shares (the “Company Recommendation”). (c) The Special Committee has received the written opinion of Duff & Xxxxxx, A Kroll Business operating as Kroll, LLC (the “Financial Advisor”), dated to the effect that, as of the date of this Agreement, to the effect that, and subject to the limitations, qualifications and assumptions set forth thereinand other matters considered by the Financial Advisor in connection with the preparation of such opinion, the Per Share Merger Consideration to be received by the holders Unaffiliated Holders of Shares (other than Excluded holders of Dissenting Shares) is fair, from a financial point of view, to such holders and the Per ADS Merger Consideration to be received by the holders Unaffiliated Holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy For purposes of such opinion in opinion, the Schedule 13E-3terms “Unaffiliated Holders of Shares” and “Unaffiliated Holders of ADSs” mean the holders of Shares and ADSs, respectively, other than Parent, Merger Sub, and their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, the Plan of Merger and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only, if necessary, to THL a truethe authorization and approval of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCICL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has has, as of the date hereof, (i) determined that it is this Agreement, the Plan of Merger and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Plan of Merger and the consummation Transactions, and (iii) resolved to recommend that the holders of the TransactionsShares, including if required by applicable Law, approve and authorize this Agreement, the MergerPlan of Merger and the Transactions (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the Special Committee, has, as of the date hereof, directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”)LLC, dated the date of this Agreement, to the effect that, , subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date hereof, the Per Share Merger Consideration to be received by holders of Shares and ADSs (in each case, other than the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions, in each case, subject only to the authorization and approval of this Agreement, the Plan of Merger and the Merger by a special resolution (as defined in the CICL) of the shareholders of the Company, which shall require the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL. The Depositary is obligated pursuant to the Deposit Agreement to vote all Shares represented by ADSs in accordance with the instructions of holders of such corresponding ADSs on the applicable record date for determining the entitlement of holders to give instructions for the exercise of the voting rights pertaining to such Shares. The Company has delivered to THL Parent a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; subject to Section 6.04 hereof, such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any manner. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three comprises two (32) members of the Company Board, Board each of whom satisfies the “independence” requirements of the New York Nasdaq Stock Exchange (“NYSE”) Listed Company ManualMarket Rules. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its (having regard to the interests of the shareholders (other than the holders of Excluded SharesParent and its Affiliates) as a whole), (ii) approved and declared it advisable, for the Company to enter into advisable this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized resolved to recommend authorization and approved the execution, delivery and performance approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Shares (other than holders of the TransactionsRollover Shares) (the “Company Recommendation”). The Company Board, including acting upon the Mergerunanimous recommendation of the Special Committee, has directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares and Dissenting Shares) and the Per ADS Merger Consideration to be received by paid to the holders of ADSs (other than the ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holdersholders (without giving effect to any impact of the Transactions on any particular holder of the Shares or ADSs other than in their capacity as holders of the Shares or ADSs), a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Requisite Company Vote, to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company approval of this Agreement and the consummation Transaction by the Company affirmative vote of holders of Shares representing at least a majority of the Transactions certified Shares present and voting in person or by proxy as a single class at the Secretary Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 170 of the Company Board; such resolutions are BVI Companies Act and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerthe articles of association of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”)equity. (b) The Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the “independence” requirements Board who are not affiliated with Parent or Merger Sub and are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded SharesRollover Shareholders and their affiliates), (ii) approved and declared it advisable, for the Company to enter into advisable this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized and approved the execution, delivery and performance resolved to recommend approval of this Agreement, the Plan of Merger Agreement and the consummation Transactions to the holders of Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsSpecial Committee, including has directed that this Agreement and the MergerTransactions be submitted to the holders of Shares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC Xxxxxxxx Xxxxx (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holdersthe Company’s shareholders (other than the holders of Excluded Shares), a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this Agreement, solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions, in each case, subject only to the authorization and approval of this Agreement, the Plan of Merger and the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting in accordance with Section 233(6) of the CICL (the “Requisite Company Vote”). The Company has delivered Depositary is obligated pursuant to THL a true, correct and complete copy the Deposit Agreement to vote all Shares represented by ADSs in accordance with the instructions of holders of such corresponding ADSs on the applicable record date for determining the entitlement of holders to give instructions for the exercise of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; voting rights pertaining to such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerShares. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Independent Committee consists of three comprises four (34) members of the Company Board, each of whom satisfies the “independence” requirements Board who are not affiliated with Parent or Merger Sub and are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Independent Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded SharesParent and its Affiliates), (ii) approved and declared it advisable, for the Company to enter into advisable this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized and approved the execution, delivery and performance resolved to recommend approval of this Agreement, the Plan of Merger Agreement and the consummation Transactions to the holders of Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsIndependent Committee, including has directed that this Agreement and the MergerTransactions be submitted to holders of Shares for approval. (c) The Special Independent Committee has received the written opinion of Duff & Xxxxxx, LLC Pxxxxx (the “Financial Advisor”), dated the date of this Agreementhereof, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holdersholders (other than Parent and its Affiliates), a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the Company Recommendation (as defined below) and the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, the Plan of Merger and the consummation by the Company of the Transactions have been duly authorized by the Company Board upon the unanimous recommendation of the Special Committee and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe authorization and approval of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of comprises three (3) members of the Company Board, Board each of whom satisfies is not affiliated with Parent or Merger Sub, is not a member of the Company’s management and qualifies as an “independent director” (as such term is defined in NYSE Listed Company Manual Section 303A.02 and Rule 10A-3 under Securities Exchange Act of 1934, as amended (the “independence” requirements of the New York Stock Exchange (“NYSEAct”) Listed Company Manual)). The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement, the Plan of Merger and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded the Rollover Shares), (ii) approved and declared it advisableadvisable this Agreement, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including and (iii) directed that this Agreement, the MergerPlan of Merger and the Transactions be submitted to the holders of Shares for authorization and approval, and (iiiv) authorized resolved to recommend authorization and approved the execution, delivery and performance approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Shares (other than the holders of the TransactionsExcluded Shares) (the “Company Recommendation”). The Company Board, including acting upon the Mergerunanimous recommendation of the Special Committee, has directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date hereof, and subject to the limitationsvarious assumptions, qualifications and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by holders of Shares (other than the holders of Excluded Shares) and ADSs (other than the holders of ADSs (other than ADSs representing the Excluded Shares) are ), as the case may be, is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement for informational purposes only. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or Merger Sub.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The Company has delivered , in each case, subject to THL a true, correct and complete copy approval of the resolutions Merger by the affirmative vote (in person or by proxy) of the Company Board authorizing holders of a majority of the execution, delivery issued and performance by outstanding Shares in favor of the Company adoption of this Agreement (the “Requisite Company Vote”) in accordance with requirements of the Company’s articles of incorporation, bylaws and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerURBCA. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”)principles. (b) The Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the “independence” requirements Board who are not affiliated with Parent or Merger Sub and are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded SharesParent and its Affiliates), (ii) approved and declared it advisable, for the Company to enter into advisable this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized and approved the execution, delivery and performance resolved to recommend approval of this Agreement, the Plan of Merger Agreement and the consummation Transactions to the holders of Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsSpecial Committee, including has directed that this Agreement and the MergerTransactions be submitted to the holders of Shares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC Hxxxxxxx Lxxxx (China) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holdersthe Company’s shareholders (other than Parent and its Affiliates), a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe authorization and approval of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions of Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerVote”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL and Parentthe Parent Parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three comprises two (32) members of the Company Board, each Board who (x) are not affiliated with any of whom satisfies the Parent Parties and are (y) not members of the Company’s management (the “independence” requirements of the New York Stock Exchange (“NYSESpecial Committee”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares)Company, and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance by the Company of this Agreement, the Plan of Merger and the consummation Transactions, and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the Transactions to the holders of Shares (other than the holders of the TransactionsExcluded Shares) (the “Company Recommendation”). The Company Board, including acting upon the Mergerunanimous recommendation of the Special Committee, has directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for approval and authorization. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC Xxxxxxxx Xxxxx (China) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by the holders of Shares (other than the Excluded Shares and the Dissenting Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a . A copy of which such written opinion will be delivered to THL the Parent Parties for its information purposes only promptly after the date of this Agreementreceipt thereof by the Special Committee. The Financial Advisor has consented to the inclusion of a copy of such written opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any manner. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL and Parent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & XxxxxxPxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and subject to obtaining the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement Agreement, the Plan of Merger, and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered to THL a true, correct in each case, except for the authorization and complete copy approval of this Agreement, the Plan of Merger and the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting in accordance with Section 233(6) of the CICL (the “Requisite Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerVote”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has has, as of the date hereof (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized approved and approved the execution, delivery and performance of declared advisable this Agreement, the Plan of Merger and the consummation Transactions, and (iii) resolved to recommend that the holders of the TransactionsShares approve and authorize this Agreement, including the MergerPlan of Merger and the Transactions (the “Company Recommendation”). The Company Board, acting upon the recommendation of the Special Committee, has, as of the date hereof, directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate hereof, the Per Share Merger Consideration to be received by holders of Shares and ADSs (in each case, other than the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement for information purpose only. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, Agreement and the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe approval of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”)equity. (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Independent Committee, has as of the date of this Agreement (i) determined that it is fair tothis Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are in the best interests of the Company and its shareholders (other than the holders of Excluded SharesRollover Securities), (ii) approved and declared it advisable, for the Company to enter into advisable this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (iiiii) authorized and approved the execution, delivery and performance resolved to recommend approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the TransactionsIndependent Committee, including has, as of the Mergerdate of this Agreement, directed that this Agreement, the Plan of Merger and the Transactions be submitted to the holders of Shares for approval. (c) The Special Independent Committee has received the written opinion of Duff & Xxxxxx, LLC X.X. Xxxxxx Securities (Asia Pacific) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date hereof, the Per Share Merger Consideration to be received by paid to the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by paid to the holders of ADSs (in each case, other than ADSs representing the holders of Excluded Shares, including Excluded Shares represented by ADSs) are in the Merger is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL Parent for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of It is agreed and understood that such opinion in the Schedule 13E-3may not be relied on by Parent or any of its affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions, in each case, subject only to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the CICL. The Depositary is obligated pursuant to the Deposit Agreement to vote all Class A Shares represented by ADSs in accordance with the instructions of holders of such corresponding ADSs on the applicable record date for determining the entitlement of holders to give instructions for the exercise of the voting rights pertaining to such Shares. The Company has delivered to THL Parent a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and and, no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any manner. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the “independence” requirements Board who are not affiliated with Parent or Merger Sub and are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of the Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance by the Company of this Agreement and the Transactions, and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Shares (other than the holders of the TransactionsExcluded Shares) (the “Company Recommendation”). The Company Board, including acting upon the Mergerunanimous recommendation of the Special Committee, has directed that this Agreement, the Plan of Merger and the Transactions be submitted to holders of Shares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC Lazard Asia (Hong Kong) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date of such opinion, and subject to the limitationsvarious assumptions, qualifications and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than the Excluded Shares and the Dissenting Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement for informational purposes only. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent or Merger Sub.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders' special resolution of this Agreement, correct the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCICL. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three comprises two (32) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The As of the date hereof and with respect to and based on the facts and circumstances as of the date hereof, the Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded SharesParent and its Affiliates), and declared it advisable, for the Company to enter into validly adopted resolutions (i) approving and adopting this Agreement and approving the Transactions, and (ii) directing that this Agreement, the Plan of Merger and consummate the Transactions, including the MergerTransactions be submitted to holders of Shares for authorization and approval, and (iiiii) authorized subject to the terms of this Agreement (including Section 6.04(d)), resolving to recommend in favor of the authorization, approval and approved the execution, delivery and performance adoption of this Agreement, the Plan of Merger and the consummation Transactions to the holders of Shares (the Transactions, including the Merger“Company Recommendation”). (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC from J.X. Xxxxxx Securities (Asia Pacific) Limited (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by paid to the holders of ADSs (in each case, other than ADSs representing the Excluded Shares and the Dissenting Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL a truethe approval of this Agreement, correct the Plan of Merger and complete copy the Transactions, including the Merger, by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three comprises four (34) members of the Company Board, Board each of whom satisfies the “independence” requirements is not affiliated with Parent or Merger Sub, is not a member of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement, Plan of the Merger and the Transactions, including the Merger, on the terms and subject to the conditions set forth herein, are fair to, and it is in the best interests of of, the Company and its shareholders (other than the holders of the Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and Agreement, the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance by the Company of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, (iii) directed that this Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to the holders of Shares for authorization and approval, and (iv) resolved to recommend authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”). (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date of such opinion, and subject to the limitationsassumptions, qualifications and assumptions limitations set forth therein, the Per Share Merger Consideration to be received by holders of Shares and ADSs (in each case, other than the holders of Excluded Shares (other than Excluded and the Dissenting Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement for informational purposes only. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this AgreementAgreement and, subject to perform its obligations hereunder and the Stockholders Approval, to consummate the Transactions. The Special Committee is composed of three members of the Company Board who are not affiliated with Parent or Merger Sub and are not members of the Company’s management. The Company Board, acting upon the recommendation of the Special Committee, has duly and validly authorized the execution, delivery and the performance of this Agreement and, subject to the Stockholder Approval, has authorized the consummation of the Transactions, and has (i) by resolution approved, and declared advisable, the Company of Merger, this Agreement and the consummation by Transactions; (ii) determined that the Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders (other than the Rollover Holders and their respective Affiliates) and (iii) resolved to recommend that stockholders of the Transactions have been duly authorized by Company vote in favor of and approve this Agreement and the Merger (the “Company Board and no Recommendation”). No other corporate action proceedings on the part of the Company is are necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of or to consummate the Transactions certified by except for the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerStockholder Approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legalvalid, valid legal and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists affirmative vote (in person or by proxy) of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has both (i) determined that it is fair to, and in the best interests of the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for a majority of the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, outstanding Shares and (ii) authorized the holders of a majority of the Shares (excluding the Shares held by the Rollover Holders and approved their respective Affiliates) at the executionCompany Stockholders Meeting (as defined in Section 6.2(a)), delivery and performance or any adjournment or postponement thereof, in favor of the adoption of this AgreementAgreement (collectively, the Plan “Stockholder Approval”) are the only votes or approvals of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to adopt this Agreement and approve the Merger and the consummation of the other Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & XxxxxxPxxxxx, LLC (the “SC Financial Advisor”), dated the date of this Agreement, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate of such opinion, the Per Share Merger Consideration to be received by the holders of Shares Company’s stockholders (other than Excluded Shares) Parent, Merger Sub, the Rollover Holders and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fairtheir respective Affiliates), is fair from a financial point of view, to such holders, a . A copy of which opinion will be delivered to THL Parent, solely for its information purpose, promptly after the date execution of this Agreement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub, the Rollover Holders, or any of their respective Affiliates or Representatives. The SC Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. For purposes of this Agreement, “Affiliate” means, as to any Person, (i) any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise and (ii) with respect to any natural person, any member of the immediate family of such natural person; and the “Proxy Statement” means a proxy statement relating to the Company Stockholders Meeting (as amended or supplemented from time to time).

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this AgreementAgreement and, subject to receipt of the Requisite Company Vote (as defined below), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions transactions pursuant to this Agreement have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered transactions pursuant to THL a truethis Agreement, correct in each case, subject only to the approval of this Agreement, the Plan of Merger and complete copy the Merger by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with Section 233(6) of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement CICL and the consummation by the Company memorandum and articles of association of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The Special Committee consists of three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Merger, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its having regard to the interests of the Company’s shareholders as a whole (other than the holders of the Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the TransactionsMerger, and (iii) subject to the terms of this Agreement (including Section 6.04(c)), resolved to recommend approval of this Agreement, the MergerPlan of Merger and the Merger to the holders of Shares (the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the Special Committee, has directed that this Agreement, the Plan of Merger and the Merger be submitted to holders of Shares for approval. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC X.X. Xxxxxx Securities (Asia Pacific) Limited (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth thereintherein and as of the date thereof, the Per Share Merger Consideration to be received by paid to the holders of Shares (other than the Excluded Shares and the Dissenting Shares) and in the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement solely for informational purposes. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their Affiliates. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The , in each case, other than the Requisite Company has delivered to THL a true, correct Vote and complete copy the filing of the resolutions Articles of Merger with the Company Board authorizing Utah Division as required under the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerURBCA. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Holdco, Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”)principles. (b) The Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the qualifies as “independenceindependent directors” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The On or prior to the date of this Agreement, the Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, to and in the best interests of the Company and its shareholders (other than the holders of Excluded SharesParent and its Affiliates), and declared it advisable, for the Company to enter into validly adopted resolutions (i) approving and adopting this Agreement and the Plan of Merger and consummate approving the Transactions, including the Merger, and (ii) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC (the “Financial Advisor”), dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information promptly after the date of this Agreement. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3.,

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized and approved by the Company Board acting upon the unanimous recommendation of the Special Committee, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders’ resolution of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least a majority of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with the Companies Act and the memorandum and articles of association of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three comprises two (32) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements of the New York (as such term is defined in Nasdaq Stock Exchange (“NYSE”) Listed Company ManualMarket Rule 5605(a)(2)). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted for approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC from Hxxxxxxx Lxxxx (China) Limited (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded SharesShares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval of this Agreement, the Plan of Merger and the Transactions by way of (i) a true, correct and complete copy shareholders’ special resolution by the affirmative vote of holders of Shares representing at least two-thirds of the resolutions voting power of the Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting, (ii) a shareholders’ resolution by the affirmative vote of holders of Shares representing a majority of the aggregate voting power of the outstanding Shares of the Company Board authorizing the execution, delivery and performance (iii) a shareholders’ resolution by the affirmative vote of holders of a majority of the total outstanding Class A Shares (collectively clauses (i), (ii) and (iii), the “Requisite Company Vote”), in each case, in accordance with Section 233(6) of this Agreement the CICL and the consummation by the Company Ninth Amended and Restated Articles of Association of the Transactions certified Company, adopted by special resolution on December 28, 2015 (the Secretary of the “Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerArticles”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements (as such term is defined in Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by a majority of the directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and to consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, by the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted to a vote of the holders of Shares for authorization and approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger, including obtaining any necessary consents in respect of the Performance Incentive Plans. (c) The Special Committee has received the written opinion of from Duff & Xxxxxx, LLC (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares, Shares represented by ADSs and Company RSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied upon by Parent, Merger Sub or any of their respective Affiliates, Representatives or actual or potential sources of Financing.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized and approved by the Company Board acting upon the unanimous recommendation of the Special Committee, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a trueshareholders’ resolution of this Agreement, correct the Plan of Merger and complete copy the Transactions by the affirmative vote of holders of Shares representing at least a majority of the resolutions Shares present and voting in person or by proxy as a single class at the Shareholders’ Meeting (the “Requisite Company Vote”) in accordance with the Companies Act and the memorandum and articles of association of the Company Board authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerCompany. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of three comprises two (32) members of the Company Board, each of whom satisfies the qualifies as an “independenceindependent director” requirements of the New York (as such term is defined in Nasdaq Stock Exchange (“NYSE”) Listed Company ManualMarket Rule 5605(a)(2)). The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement Agreement, and the Plan of Merger and consummate the Transactions, including the Merger, and ; (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger; (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, be submitted for approval by the shareholders of the Company at the Shareholders’ Meeting; and (iv) taken all such actions as may be required to enter into this Agreement and, as of the Closing Date, shall have taken all actions as may be required to be taken by the Company to effect the Transactions, including the Merger. (c) The Special Committee has received the written opinion of Duff & Xxxxxx, LLC from Xxxxxxxx Xxxxx (China) Limited (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect that, subject to the limitations, qualifications and assumptions set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded SharesShares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such opinion may not be relied on by Parent, Merger Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receipt of the Requisite Company Vote, to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The Company has delivered , in each case, subject only to THL the authorization and approval by way of a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company shareholders’ special resolution of this Agreement and the consummation Transactions by the Company affirmative vote of holders of Shares representing at least two-thirds of the Transactions certified Shares present and voting in person or by proxy as a single class at the Secretary Shareholders’ Meeting in accordance with Section 169(5) of the IBCA (the “Requisite Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerVote”). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Parent and ParentAmalgamation Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (the “Bankruptcy and Equity Exception”). (b) The As of the date hereof, the Special Committee consists of comprises three (3) members of the Company Board, each of whom satisfies the “independence” requirements of the New York Stock Exchange (“NYSE”) Listed Company Manualis not affiliated with Parent or Amalgamation Sub. The Company Board, acting upon the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger and consummate the Transactions, including the MergerAmalgamation, and (ii) authorized and approved the execution, delivery and performance of this Agreement, the Plan of Merger Agreement and the consummation of the Transactions, including the MergerAmalgamation, and (iii) resolved to recommend in favor of the authorization and approval of this Agreement and the consummation of the Transactions, including the Amalgamation, to the holders of Shares (the “Company Recommendation”) and direct that this Agreement and the consummation of the Transactions, including the Amalgamation, be submitted to a vote of the holders of Shares for authorization and approval. (c) The Special Committee has received the written opinion of from Duff & XxxxxxPxxxxx, LLC or Duff & Pxxxxx Securities, LLC (the “Financial Advisor”)) its written opinion, dated the date of this Agreement, to the effect thathereof, subject to the limitations, qualifications and assumptions set forth therein, that the Per Share Merger Amalgamation Consideration to be received by the holders of Shares (other than Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares, the Dissenting Shares and Company RSs) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL for its information Parent promptly after the date execution of this AgreementAgreement solely for informational purposes. The Financial Advisor has consented to the inclusion of a copy of It is agreed and understood that such opinion in the Schedule 13E-3may not be relied on by Parent, Amalgamation Sub or any of their respective Affiliates.

Authority Relative to This Agreement; Fairness. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the TransactionsMerger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger have been duly authorized by the Company Board Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Plan of Merger Agreement and the consummation by it of the Transactions. The Company has delivered Merger, in each case, subject only to THL a true, correct and complete copy of the resolutions of the Company Board authorizing the execution, delivery and performance by the Company approval of this Agreement by the (i) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares and Preferred Shares, voting together as a single class, with the number of votes the holders of Preferred Shares shall be entitled to vote equal to the number of Common Shares into which such Preferred Shares are convertible, as determined in accordance with the articles of incorporation of the Company, (ii) affirmative vote or consent of the holders of at least a majority of the issued and outstanding Preferred Shares and (iii) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares (other than the Excluded Shares) (collectively, the “Requisite Company Vote”), all in accordance with the Company’s articles of incorporation and bylaws and the consummation by the Company of the Transactions certified by the Secretary of the Company Board; such resolutions are and remain in full force and effect and no action has been taken or proposed to modify, amend or rescind such resolutions in whole or in part in any mannerNRS. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL Holdco, Parent and ParentMerger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except (i) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights rights, and to general equity principles and (ii) as limited by Laws relating to the availability of equity (the “Bankruptcy and Equity Exception”)specific performance, injunctive relief or other equitable remedies. (b) The Special Committee consists is composed of three (3) members of the Company BoardBoard who are not affiliated with Holdco, each of whom satisfies the “independence” requirements Parent or Merger Sub and are not members of the New York Stock Exchange (“NYSE”) Listed Company ManualCompany’s management. The Company Board, acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that it the Merger is fair to, and in the best interests of the Company and its shareholders the Stockholders (other than the holders of Excluded SharesRollover Holders), and declared it advisable, for the Company advisable to enter into this Agreement and the Plan of Merger and consummate the TransactionsAgreement, including the Merger, and (ii) authorized and approved adopted resolutions approving the execution, delivery and performance by the Company of this Agreement, the Plan of Merger Agreement and the consummation of the Transactionstransactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein and (iii) subject to the terms of this Agreement (including Section 6.04), resolved to recommend that the Stockholders approve this Agreement (including the recommendation of the Special Committee, the “Company Recommendation”). The Company Board, acting upon the unanimous recommendation of the Special Committee, has directed that this Agreement be submitted to the Stockholders for approval. (c) The Special Committee has received the written opinion (or oral opinion to be confirmed in writing) of Duff & XxxxxxHxxxxxxx Lxxxx Capital, LLC Inc. (the “Financial Advisor”), dated the date of this Agreementsuch opinion, to the effect that, subject to as of the limitations, qualifications and assumptions set forth thereindate thereof, the Per Share Merger Consideration to be received by the holders of Common Shares (other than holders of Excluded Shares) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) are is fair, from a financial point of view, to such holders, a copy of which opinion will be delivered to THL Parent, solely for its information informational purposes, promptly after the date of this Agreementreceipt thereof by the Special Committee. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3Proxy Statement. It is agreed and understood that such an opinion may not be relied on by Parent, Holdco, Merger Sub or any of their respective Affiliates.