Common use of Enforceability of Judgment Clause in Contracts

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC.

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

Enforceability of Judgment. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, or a fine or a penaltypenalty in connection therewith, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtcourt and (E) is duly recognized by appropriate PRC courts in accordance with the PRC civil procedure laws and regulations. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. This Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

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

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

Enforceability of Judgment. Any The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions transaction contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)enforced, without re-examination or review of the merits of the underlying dispute by the courts of the British Virgin Islands or Hong Kong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRCan action commenced on the foreign judgment debt in the courts of the British Virgin Islands or the courts of Hong Kong, provided that (i) with respect to courts of the Cayman Islands, British Virgin Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company submitted to such jurisdiction; (Ab) is the judgment given by a the foreign court was not in respect of competent jurisdictionpenalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (Ba) imposes on an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was a final judgment conclusive upon the judgment debtor a liability to pay merits of the claim; (c) such judgement was for a liquidated sum for which the judgment has been given, (C) is amount in a civil matter and not in respect of taxes, a fine fines, penalties, or a penalty, and similar charges; (Dd) such judgement was not obtained by fraud; (e) the proceedings in a manner and is which such judgment was obtained were not of a kind opposed to natural justice; (f) the enforcement or recognition of which is such judgment would not be contrary to natural justice or the public policy of Hong Kong; (g) the Cayman Islands, court of the United States was jurisdictionally competent; and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bh) such judgments or the enforcement thereof are judgment was not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not in conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or PRCKong.

Enforceability of Judgment. This Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgement debt in the Grand Court of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was is not consistent with a Cayman Islands judgement in respect of the same matter or impeachable on the grounds of fraud, and (E)was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions transaction contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)enforced, without re-examination or review of the merits of the underlying dispute by the courts of the British Virgin Islands or Hong Kong, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRCan action commenced on the foreign judgment debt in the courts of the British Virgin Islands or the courts of Hong Kong, provided that (i) with respect to courts of the Cayman Islands, British Virgin Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (Ab) is the judgment given by a the foreign court was not in respect of competent jurisdictionpenalties, taxes, fines or similar fiscal or revenue obligations of the Company; (c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given, or on the part of the foreign court; (d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; (e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice; and (f) the judgment given by the foreign court is not the subject of an appeal; (ii) with respect to the courts of Hong Kong, subject to the judicial discretion under common law, (Ba) imposes on an separate legal action was brought at common law in a Hong Kong court to enforce such judgment; (b) such judgment was a final judgment conclusive upon the judgment debtor a liability to pay merits of the claim; (c) such judgement was for a liquidated sum for which the judgment has been given, (C) is amount in a civil matter and not in respect of taxes, a fine fines, penalties, or a penalty, and similar charges; (Dd) such judgement was not obtained by fraud; (e) the proceedings in a manner and is which such judgment was obtained were not of a kind opposed to natural justice; (f) the enforcement or recognition of which is such judgment would not be contrary to natural justice or the public policy of Hong Kong; (g) the Cayman Islands, court of the United States was jurisdictionally competent; and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bh) such judgments or the enforcement thereof are judgment was not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not in conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtprior Hong Kong judgment. The Company is not aware of any reason why the enforcement in the Cayman Islands, British Virgin Islands or Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands, British Virgin Islands or Hong Kong or PRCKong.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, subject to compliance with relevant treaties or other form of reciprocity between the PRC and other jurisdictions and civil procedural requirement in the PRC (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, public interest, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, (D) is not inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), to the extent permissible by such courts, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxxthe courts of the Cayman Islands, Xxxx Xxxx Hong Kong and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, subject to the uncertainties in respect of PRC courts’ recognition and enforcement of foreign judgments disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (iii) with respect to the courts of Hong Kong, (A) adequate service the judgement is for a definite monetary sum and is not a judgement for a sum payable in respect of process has been effected and the defendant has had taxes or other charges of a reasonable opportunity to be heardlike nature or in respect of a fine or other penalty, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCjudgment is final and conclusive, (C) such judgments were the judgement is not obtained by fraudulent means in reach of the provisions of the Foreign Judgments (Restriction on Recognition and do not conflict with any other valid judgment in Enforcement) Ordinance (Chapter 46 of the same matter between the same parties and Laws of Hong Kong), (D) an action between the same parties relevant court had the jurisdiction according the Hong Kong rules of the conflict of laws, (E) the judgment was not obtained as a result of fraud, (F) the enforcement of the judgement would not be contrary to the public policy in Hong Kong, (G) the same matter is judgment was not pending obtained in any PRC court at proceedings contrary to natural justice, and (H) the time application to enter judgment in Hong Kong against the lawsuit relevant party is instituted in a foreign courtwithin required valid period. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC. Any changes to the enforceability rules set forth above in this Section 2.15 requires amendment pursuant to Section 9.3 of this Agreement.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement other Transaction Documents and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (i) with respect to the courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman British Virgin Islands, Hong Kong and (ii) the PRC, provided that with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtcourt and provided with respect to the courts of the Cayman Islands, such judgment or order (A) is given by a foreign court of competent jurisdiction; (B) is final and conclusive (C) is not in respect of a tax, fine or other penalty (D) was not obtained by fraud; and (E) is not of a kind, the enforcement of which is contrary to public policy in the Cayman Islands. The Company is not aware of any reason why the enforcement in the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxxthe courts of the Cayman Islands, Xxxx Xxxx the British Virgin Islands, Hong Kong and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, the British Virgin Islands, Hong Kong or the PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxxthe courts of the Cayman Islands, Xxxx Xxxx Hong Kong and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, subject to the uncertainties in respect of PRC courts’ recognition and enforcement of foreign judgments disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; (iii) with respect to the courts of Hong Kong, (A) adequate service the judgement is for a definite monetary sum and is not a judgement for a sum payable in respect of process has been effected and the defendant has had taxes or other charges of a reasonable opportunity to be heardlike nature or in respect of a fine or other penalty, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCjudgment is final and conclusive, (C) such judgments were the judgement is not obtained by fraudulent means in reach of the provisions of the Foreign Judgments (Restriction on Recognition and do not conflict with any other valid judgment in Enforcement) Ordinance (Chapter 46 of the same matter between the same parties and Laws of Hong Kong), (D) an action between the same parties relevant court had the jurisdiction according the Hong Kong rules of the conflict of laws, (E) the judgment was not obtained as a result of fraud, (F) the enforcement of the judgement would not be contrary to the public policy in Hong Kong, (G) the same matter is judgment was not pending obtained in any PRC court at proceedings contrary to natural justice, and (H) the time application to enter judgment in Hong Kong against the lawsuit relevant party is instituted in a foreign courtwithin required valid period. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC.

Enforceability of Judgment. Each of the Transaction Documents is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of such documents. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (iA) with respect to courts of the Cayman Islands, such judgment (Ai) is given by a foreign court of competent jurisdiction, (Bii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (Ciii) is not in respect of taxes, a fine or a penalty, and (Div) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (lxiii) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the General Disclosure Package and the Final Prospectus (including all amendments and supplements thereto) has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Enforceability of Judgment. Each of the Transaction Documents is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of such documents. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (iA) with respect to courts of the Cayman Islands, such judgment (Ai) is given by a foreign court of competent jurisdiction, (Bii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (Ciii) is not in respect of taxes, a fine or a penalty, and (Div) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdictionsuch courts had proper jurisdiction over the parties subject to such judgment, (B) imposes on such courts did not contravene the judgment debtor a liability to pay a liquidated sum for which rules of natural justice of the judgment has been givenCayman Islands, (C) such judgment was not obtained by fraud, (D) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands, (E) no new admissible evidence relevant to the action is not in respect submitted prior to the rendering of taxes, a fine or a penaltythe judgment by the courts of the Cayman Islands, and (DF) was not obtained in a manner and there is not of a kind due compliance with the enforcement of which is contrary to natural justice or correct procedures under the public policy laws of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service any application or request for recognition and execution of process has been effected and the defendant has had a reasonable opportunity such judgment is subject to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of compliance with relevant civil procedural requirements in the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (hhh) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained or incorporated by reference in the Registration Statement and the Prospectus (including all amendments and supplements thereto) has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Enforceability of Judgment. This Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) is not inconsistent with a Cayman Islands judgment in respect of the same matter or impeachable on the grounds of fraud, and (E) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

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

Enforceability of Judgment. Any Except as described in the Registration Statement, Time of Sale Prospectus and the Prospectus, any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the courts Grand Court of the Cayman Islands, Hong Kong and would be recognized and enforced against the PRC (as Company and would give judgement based thereon in the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgement debt in the Grand Court of the Cayman Islands and the courts of the PRC, provided that (iA) with respect to courts of the Cayman Islands, such judgment (Ai) is given by a foreign court of competent jurisdiction, (Bii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (Ciii) is not in respect of taxes, a fine or a penalty, and (Div) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, basic legal principles, social public interest, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and parties, (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (v) requirements under PRC Civil Procedures Law is followed, and (vi) there exists treaties or reciprocal arrangements between PRC and the jurisdiction where the judgment is made . The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands and the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgement is made or on the principals of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgement violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtpublic interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgment in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had jurisdiction where the judgment is made or on the principles or reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) according to the PRC Civil Procedures Law, courts in the PRC will not enforce a reasonable opportunity foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest, and (iii) with respect to be heardthe courts of Hong Kong, (A) the judgement is for a definite monetary sum and is not a judgement for a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCjudgment is final and conclusive, (C) such judgments were the judgement is not obtained by fraudulent means in reach of the provisions of the Foreign Judgments (Restriction on Recognition and do not conflict with any other valid judgment in Enforcement) Ordinance (Chapter 46 of the same matter between the same parties and Laws of Hong Kong), (D) an action between the same parties relevant court had the jurisdiction according the Hong Kong rules of the conflict of laws, (E) the judgment was not obtained as a result of fraud, (F) the enforcement of the judgement would not be contrary to the public policy in Hong Kong, (G) the same matter is judgment was not pending obtained in any PRC court at proceedings contrary to natural justice, and (H) the time application to enter judgment in Hong Kong against the lawsuit relevant party is instituted in a foreign courtwithin required valid period. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized recognised and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxxan action commenced at the foreign judgment debt in the Grand Court of the Cayman Islands, Xxxx Xxxx the courts of Hong Kong and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC.

Enforceability of Judgment. Any Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgement is made or on the principals of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgement violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtpublic interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (bbb) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Subsidiaries and Consolidated Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Consolidated Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

Enforceability of Judgment. Any Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) such judgments are given by foreign courts of competent jurisdiction and are effective, (B) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BC) such judgments or the enforcement thereof are not contrary to the law, public policy, security security, sovereignty or sovereignty public interest of the PRC, (CD) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DE) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (ccc) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Subsidiaries and Affiliated Entity and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entity or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entity or any of their respective officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxxthe courts of the Cayman Islands, Xxxx Xxxx Hong Kong and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC. (lx) Absence of Off-Balance Sheet Transactions. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company or any of the Controlled Entities with unconsolidated entities or other persons.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands and PRC, provided that such judgement (i) with respect to courts of the Cayman Islands, (a) such judgment New York Court had proper jurisdiction over the parties subject to such judgment; (A) is given by a foreign court of competent jurisdiction, (Bb) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, ; (Cc) is not in respect of taxes, a fine or a penalty, and ; and; (Dd) was not obtained in a manner and is not of a kind such judgements or the enforcement of which is thereof would not be contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCPRC and comply with civil procedural requirements under the PRC laws related to civil procedure, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx the courts of the Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (iA) with respect to courts of the Cayman Islands, such judgment (AI) is given by a foreign court of competent jurisdiction, (BII) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (CIII) is final, (IV) is not in respect of taxes, a fine or a penalty, and (DV) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (iiB) with respect to courts of the PRC, (AI) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BII) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (CIII) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DIV) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or PRC.

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

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and except as described in the General Disclosure Package and the Final Prospectus, any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would may be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (ia) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (iib) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any court or other authority in the Cayman Islands or in the PRC, or, except as described in the Time of Sale Prospectus and Prospectus, that any stamp or similar tax in the Cayman Islands or in the PRC be paid on or in respect of this Agreement, the Deposit Agreement or any other documents to be furnished hereunder. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman IslandsIslands and (E) is final and conclusive, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, except as disclosed in the General Disclosure Package and the Final Prospectus, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgment is made or on the principles of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtpublic interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized recognised and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands or the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgment is made or on the principles of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. public interest The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by the courts of the Xxxxxx Xxxxxxx, xxx xxxxxx xx xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the PRC.

Enforceability of Judgment. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (ddd) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, sponsors, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

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

Enforceability of Judgment. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, subject to compliance with relevant treaties or other form of reciprocity between the PRC and other jurisdictions and civil procedural requirement in the PRC (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, public interest, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman IslandsIslands or the PRC. (ccc) No Finder’s Fee. There are no contracts, Hong Kong agreements or PRCunderstandings between the Company or its subsidiaries or Affiliated Entities and any person that would give rise to a valid claim against the Company or its subsidiaries or Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

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

Enforceability of Judgment. Any Except as disclosed in the Disclosure Package, the Prospectus and the Registration Statement, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands and the courts of the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final and conclusive, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) such judgments are given by foreign courts of competent jurisdiction and are effective, (B) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BC) such judgments or the enforcement thereof are not contrary to the law, public policy, security security, sovereignty or sovereignty public interest of the PRC, (CD) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DE) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Except as disclosed in the Disclosure Package, the Prospectus and the Registration Statement, the Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any Except as disclosed in the financial statements in the Registration Statement, the General Disclosure Package and the Final Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (iA) with respect to courts of the Cayman Islands, such judgment (Ai) is given by a foreign court of competent jurisdiction, (Bii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (Ciii) is not in respect of taxes, a fine or a penalty, and (Div) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (iiB) with respect to courts of the PRC, (Ai) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (Bii) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (Ciii) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (Div) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company in accordance with its terms. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgment is made or on the principles of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtpublic interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (fff) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering, or any other arrangements, agreements, understandings, payments or issuance with respect to the Company and its Subsidiaries and Affiliated Entities or any of their respective officers, directors, shareholders, sponsors, partners, employees or affiliates that may affect the Underwriters’ compensation as determined by the Financial Industry Regulatory Authority (“FINRA”).

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

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

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

Enforceability of Judgment. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands or the PRC for the enforcement thereof against the Company, and to ensure the legality of evidence in the Cayman Islands and the PRC of this Agreement and the Deposit Agreement. Any final and conclusive judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC,, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or the PRC.

Enforceability of Judgment. Any Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgment is made or on the principles of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtpublic interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC. (ccc) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Subsidiaries and Affiliated Entities and any person that would give rise to a valid claim against the Company or its Subsidiaries and Affiliated Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

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

Enforceability of Judgment. Any Except as disclosed in the Time of Sale Prospectus and the Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and the PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is final, (D) is not in respect of taxes, a fine or a penalty, and (DE) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service PRC courts may recognize and enforce foreign judgement in accordance with the requirements of process has been effected the PRC Civil Procedures Law based either on treaties between the PRC and the defendant has had a reasonable opportunity to be heardcountry where the judgment is made or on the principles of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, and (B) such judgments or the enforcement thereof are not contrary according to the lawPRC Civil Procedures Law, public policycourts in the PRC will not enforce a foreign judgment against the Company if they decided that the judgment violates the basic principles of PRC law or national sovereignty, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign courtpublic interest. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.

Enforceability of Judgment. Any Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced declared enforceable against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be)Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx the courts of the Cayman Islands and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) such judgments are given by foreign courts of competent jurisdiction and are effective, (B) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (BC) such judgments or the enforcement thereof are not contrary to the law, public policy, security security, sovereignty or sovereignty public interest of the PRC, (CD) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (DE) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong Islands or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong Islands or PRC.