Common use of Enforceability of Judgment Clause in Contracts

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of 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 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 PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC or anywhere else.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the PRCCayman Islands or Singapore, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands or the courts of the PRCSingapore, provided that (i) with respect to courts of the PRCCayman Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands; 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 Singapore, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRCSingapore, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC Singapore court at the time the lawsuit is instituted in a foreign court, (E) PRC Singapore has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts Courts and such judgment has been reviewed by the courts of the PRC Singapore pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the PRC Cayman Islands or anywhere else Singapore of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC Cayman Islands or anywhere elseSingapore.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the 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 judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands; (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, (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 or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands or the PRC or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the British Virgin Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of the British Virgin Islands or the PRC, provided that (i) with respect to courts of the British Virgin Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the 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 British Virgin Islands; and (f) there is due compliance with the correct procedures under the laws of 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 British Virgin Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the British Virgin Islands or the PRC or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the other Transaction Documents and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of the Cayman Islands and 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 court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition court and enforcement of judgments of such New York courts and such judgment has been reviewed by provided with respect to the courts of the PRC pursuant Cayman Islands, such treaties judgment or the principle order (A) is given by a foreign court of reciprocitycompetent jurisdiction; (B) is final and conclusive (C) is not in respect of a tax, fine or other penalty (D) was not obtained by fraud; and (FE) such judgment is not of a final and legally effective judgment rendered by kind, the New York Courtenforcement of which is contrary to public policy in the Cayman Islands. The Company is not aware of any reason why the enforcement in the Cayman Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands or the PRC or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the Cayman Islands or the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands or the courts of the PRC, provided that (i) with respect to Grand Court of the Cayman Islands (a) such New York Court had proper jurisdiction over the parties subject to such judgment; (b) such judgment was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands; (c) such judgment was not impeachable on the grounds of fraud; (d) such judgment is not in respect of taxes, a fine or a penalty; (e) such judgement is final and conclusive; and (f) such judgment is not inconsistent with a judgement in the Cayman Islands in respect of the same matter, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is not aware of any reason why the enforcement in the Cayman Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the Cayman Islands or the PRC or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Specified Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that with respect to courts of the PRCamong other things, (Aa) adequate service of process has been effected and the defendant has had a reasonable opportunity judgment was obtained by fraud, or in proceedings contrary to be heardnatural or substantial justice, (B) such judgments or contravenes public policy in England or the enforcement thereof are not contrary Human Rights Act 1998 (or any subordinate legislation made thereunder, to the extent applicable); (b) the judgment is for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a foreign law that an English court considers to relate to a penal, revenue or other public law, public policy, security ; (c) the judgment amounts to judgment on a matter previously determined by an English court or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict conflicts with any other valid a judgment in on the same matter between given by a court other than a Specified Court or was obtained in breach of a jurisdiction or arbitration clause except with the same parties and (D) an action between agreement of 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 defendant or the principle defendant’s subsequent submission to the jurisdiction of reciprocity providing the court; (d) the judgment is given in proceedings brought in breach of an agreement for the reciprocal recognition and enforcement settlement of judgments of such New York courts and such disputes; (e) the judgment has been reviewed arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is a judgment that is otherwise specified in section 5 of the Protection of Trading Interests Act 1980, or is a judgment based on measures designated by the courts Secretary of the PRC pursuant such treaties or the principle State under section 1 of reciprocity, that Act; and (Ff) such judgment is a final and legally effective judgment rendered by the New York Court. The Company is enforcement proceedings are not aware of any reason why the enforcement in the PRC or anywhere else of such a New York Court judgment would be, as commenced within six years of the date hereof, contrary to natural justice of the public policy of the the PRC or anywhere elsesuch judgment.

Enforceability of Judgment. The Company agrees that Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced, enforced by (i) Cayman Islands courts without re-examination or review of examining the merits of the underlying dispute by case under the courts common law doctrine of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of the PRCobligation, provided that with respect to courts of the PRC, such judgment (A) adequate service is given by a foreign court of process has been effected and the defendant has had a reasonable opportunity to be heardcompetent 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) 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 is final judgment, (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 respect of taxes, a foreign courtfine or a penalty, and (E) PRC has international treaties was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the principle public policy of reciprocity providing the Cayman Islands, and (ii) PRC courts, subject to compliance with relevant civil procedural requirements under the PRC Civil Procedures Law, provided that a PRC court does not find the judgment in violation with the basic principal of PRC law or national sovereignty, security and public interest. It is not necessary for the reciprocal such recognition and enforcement that this Agreement, the Deposit Agreement, the Registration Statement, the Time of judgments of such New York courts and such judgment has been reviewed by Sale Prospectus, the courts of Prospectus or any other document be filed or recorded with any court or other authority in the PRC pursuant such treaties Cayman Islands or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC Cayman Islands or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the other Transaction Documents and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of the British Virgin Islands and 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 court, (E) PRC has international treaties or the principle of reciprocity providing for the reciprocal recognition court and enforcement of judgments of such New York courts and such judgment has been reviewed by provided with respect to the courts of the PRC pursuant British Virgin Islands, such treaties judgment or the principle order (A) is given by a foreign court of reciprocitycompetent jurisdiction; (B) is final and conclusive (C) is not in respect of a tax, fine or other penalty (D) was not obtained by fraud; and (FE) such judgment is not of a final and legally effective judgment rendered by kind, the New York Courtenforcement of which is contrary to public policy in the British Virgin Islands. The Company is not aware of any reason why the enforcement in the British Virgin Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the British Virgin Islands or the PRC or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that with respect to courts of the PRCamong other things, (Aa) adequate service of process has been effected and the defendant has had a reasonable opportunity judgment was obtained by fraud, or in proceedings contrary to be heardnatural or substantial justice, (B) such judgments or contravenes public policy in England or the enforcement thereof are not contrary Human Rights Xxx 0000 (or any subordinate legislation made thereunder, to the extent applicable); (b) the judgment is for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a foreign law that an English court considers to relate to a penal, revenue or other public law, public policy, security ; (c) the judgment amounts to judgment on a matter previously determined by an English court or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict conflicts with any other valid a judgment in on 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 given by a 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 PRC or anywhere else of such other than a New York Court or was obtained in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court; (d) the judgment would beis given in proceedings brought in breach of an agreement for the settlement of disputes; (e) the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is a judgment that is otherwise specified in section 5 of the Protection of Trading Xxxxxxxxx Xxx 0000, or is a judgment based on measures designated by the Secretary of State under section 1 of that Act; and (f) enforcement proceedings are not commenced within six years of the date hereof, contrary to natural justice of the public policy of the the PRC or anywhere elsesuch judgment.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts Grand Court 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 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, (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 or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC Cayman Islands or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would generally be recognized and enforcedenforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that with respect to courts of the PRCamong other things, (Aa) adequate service of process has been effected and the defendant has had a reasonable opportunity judgment was obtained by fraud, or in proceedings contrary to be heardnatural or substantial justice, (B) such judgments or contravenes public policy in England or the enforcement thereof are not contrary Human Rights Xxx 0000 (or any subordinate legislation made thereunder, to the extent applicable); (b) the judgment is for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a foreign law that an English court considers to relate to a penal, revenue or other public law, public policy, security ; (c) the judgment amounts to judgment on a matter previously determined by an English court or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict conflicts with any other valid a judgment in on 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 given by a 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 PRC or anywhere else of such other than a New York Court or was obtained in breach of a jurisdiction or arbitration clause except with the agreement of the defendant or the defendant’s subsequent submission to the jurisdiction of the court; (d) the judgment would beis given in proceedings brought in breach of an agreement for the settlement of disputes; (e) the judgment has been arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is a judgment that is otherwise specified in section 5 of the Protection of Trading Xxxxxxxxx Xxx 0000, or is a judgment based on measures designated by the Secretary of State under section 1 of that Act; and (f) enforcement proceedings are not commenced within six years of the date hereof, contrary to natural justice of the public policy of the the PRC or anywhere elsesuch judgment.

Enforceability of Judgment. The Company agrees that Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced, enforced by (i) Cayman Islands courts without re-examination or review of examining the merits of the underlying dispute by case under the courts common law doctrine of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of the PRCobligation, provided that with respect to courts of the PRC, such judgment (A) adequate service is given by a foreign court of process has been effected and the defendant has had a reasonable opportunity to be heardcompetent 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) 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 is final judgment, (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 respect of taxes, a foreign courtfine or a penalty, and (E) PRC has international treaties was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the principle public policy of reciprocity providing the Cayman Islands, and (ii) PRC courts, subject to compliance with relevant civil procedural requirements under the PRC Civil Procedures Law, provided that a PRC court does not find the judgment in violation with the basic principles of PRC law or national sovereignty, security and public interest. It is not necessary for the reciprocal such recognition and enforcement that this Agreement, the Deposit Agreement, the Registration Statement, the Time of judgments of such New York courts and such judgment has been reviewed by Sale Prospectus, the courts of Prospectus or any other document be filed or recorded with any court or other authority in the PRC pursuant such treaties Cayman Islands or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC Cayman Islands or anywhere elsePRC.

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

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognized by the English courts as having jurisdiction (according to English conflicts of laws principles and rules of English private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforceddeclared enforceable against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of England and Wales; provided, however, that the PRCCompany may have defenses open to it and enforcement may not be permitted if, provided that with respect to courts of the PRCamong other things, (Aa) adequate service of process has been effected and the defendant has had a reasonable opportunity judgment was obtained by fraud, or in proceedings contrary to be heardnatural or substantial justice, (B) such judgments or contravenes public policy in England or the enforcement thereof are not contrary Human Rights Xxx 0000 (or any subordinate legislation made thereunder, to the extent applicable); (b) the judgment is for a sum payable in respect of taxes, or other charges of a like nature or is in respect of a fine or other penalty or otherwise based on a foreign law that an English court considers to relate to a penal, revenue or other public law, public policy, security ; (c) the judgment amounts to judgment on a matter previously determined by an English court or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict conflicts with any other valid a judgment in on the same matter between given by a court other than a New York Court or was obtained in breach of a jurisdiction or arbitration clause except with the same parties and (D) an action between agreement of 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 defendant or the principle defendant’s subsequent submission to the jurisdiction of reciprocity providing the court; (d) the judgment is given in proceedings brought in breach of an agreement for the reciprocal recognition and enforcement settlement of judgments of such New York courts and such disputes; (e) the judgment has been reviewed arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained, or is a judgment that is otherwise specified in section 5 of the Protection of Trading Xxxxxxxxx Xxx 0000, or is a judgment based on measures designated by the courts Secretary of State under section 1 of that Act; and (f) enforcement proceedings are not commenced within six years of the PRC pursuant date of such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by the New York Courtjudgment. The Company is not aware of any reason why the enforcement in the PRC or anywhere else England and Wales of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of England and Wales or the Human Rights Xxx 0000 (or any subordinate legislation made thereunder, to the PRC or anywhere elseextent applicable).

Enforceability of Judgment. The Company agrees that any Any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any transaction instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforcedenforced against the Company, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in of the Grand Court of the Cayman Islands 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 not in respect of taxes, a fine or a penalty, (D) the enforcement of the judgment would not be contrary to natural justice or the public policy of the Cayman Islands, (E) is a final judgment, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments any application or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court, (E) PRC has international treaties or the principle of reciprocity providing request for the reciprocal recognition and enforcement execution of judgments of such New York courts and such judgment has been reviewed by the courts of the PRC pursuant such treaties or the principle of reciprocity, and (F) such judgment is a final and legally effective judgment rendered by subject to compliance with relevant civil procedural requirements in the New York CourtPRC. The Company is not aware of any reason why the enforcement in the Cayman Islands or the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC Cayman Islands or anywhere elsePRC.

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the PRCBVI 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 an action commenced on the foreign judgment debt in the courts of the PRCBVI or Hong Kong, provided that with respect to courts (i) neither the Reciprocal Enforcement of the PRC, Judgments Act (A1922) 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 Foreign Judgments (Reciprocal Enforcement) Act (1964) applies 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 from courts in the same matter between the same parties United States, and (D) an action between the same parties therefore any final and conclusive monetary judgment from courts in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a United States (foreign court, (E) PRC has international treaties or for a definite sum against the principle Company may be the subject of reciprocity providing for the reciprocal recognition and enforcement of judgments of such New York courts and such judgment has been reviewed by proceedings in the courts of the PRC pursuant British Virgin Islands under the common law doctrine of obligation by action on the debt evidenced by the judgment of such treaties competent foreign court. A final opinion as to the availability of this remedy should be sought when the facts surrounding the foreign court’s judgment are known, but, on general principles, we would expect such proceedings to be successful provided that: (a) the foreign court had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (b) the principle judgment given by the foreign court was not in respect of reciprocitypenalties, taxes, fines or similar fiscal or revenue obligations; (c) the judgment was not obtained by fraud; (d) recognition or enforcement of the judgment would not be contrary to British Virgin Islands public policy; and (Fe) such the proceedings pursuant to which judgment is a final and legally effective judgment rendered by the New York Court. The Company is was obtained were not aware of any reason why the enforcement in the PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC or anywhere elsejustice].

Enforceability of Judgment. The Company agrees that any final judgment against the Company for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or any transaction contemplated herein and therein would be recognized and enforced, without re-examination or review of the merits of the underlying dispute by the courts of the PRC, or the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment debt in the courts of 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 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 PRC or anywhere else of such a New York Court judgment would be, as of the date hereof, contrary to natural justice of the public policy of the the PRC or anywhere else.