Common use of Further Agreements of the Selling Shareholders Clause in Contracts

Further Agreements of the Selling Shareholders. Each Selling Shareholder hereby agrees as to itself with the several Underwriters and the Company as follows: (a) As soon as such Selling Shareholder is advised thereof, such Selling Shareholder will advise the Company and the Underwriters of (i) receipt by such Selling Shareholder of any communication from the Commission relating to the Registration Statement, the Prospectus or any Preliminary Prospectus, or any notice or order of the Commission relating to the Company or the Selling Shareholders in connection with the transactions contemplated by -13- this Agreement and the Terms Agreement referred to in Section 3 and (ii) the happening of any event during the period when a prospectus relating to the Offered Shares is required to be delivered under the Securities Act that in the judgment of such Selling Shareholder makes any statement made in the section of the Registration Statement referred to in Section 2.A(e) hereof untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (b) If and to the extent so provided in the Terms Agreement referred to in Section 3, such Selling Shareholder, for the period therein provided, will not, directly or indirectly, sell, contract to sell or otherwise dispose of certain of the securities of the Company as specified in such Terms Agreement. (c) Prior to the date and time of delivery and payment for the Offered Shares (the "Time of Delivery"), to deposit Common Shares with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise to comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Common Shares and delivered to the Underwriters at such Time of Delivery, to the extent requested by the Underwriters in accordance with this Agreement.

Further Agreements of the Selling Shareholders. Each Selling Shareholder hereby agrees as to itself with the several Underwriters agrees, severally and the Company as followsnot jointly: (a) As soon as such Selling Shareholder is advised thereofOn or prior to the date of this Agreement, such Selling Shareholder will advise the Company and the Underwriters of (i) receipt by such Selling Shareholder of any communication from the Commission relating shall have delivered to the Registration Statement, the Prospectus or any Preliminary Prospectus, or any notice or order of the Commission relating to the Company or the Selling Shareholders in connection with the transactions contemplated by -13- this Representatives a duly executed Lock-Up Agreement and the Terms Agreement referred to in Section 3 and (ii) the happening of any event during the period when a prospectus relating to the Offered Shares is required to be delivered under the Securities Act that in the judgment form of such Selling Shareholder makes any statement made in the section of the Registration Statement referred to in Section 2.A(e) hereof untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they were made, not misleadingExhibit A hereto. (b) If Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the extent so provided in Shares. (c) To deliver to the Terms Agreement referred Representatives prior to in Section 3, such the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder, for Shareholder is a non-United States person) or Form W-9 (if the period therein provided, Selling Shareholder is a United States person). (d) Such Selling Shareholder will notnot take, directly or indirectly, sell, contract any action designed to sell or otherwise dispose of certain that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the securities price of any security of the Company as specified in such Terms Agreementconnection with the offering of the Shares. (ce) Prior Such Selling Shareholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Shares. (f) Such Selling Shareholder will deliver to the Representatives (or their respective agents), on or prior to the date of execution of this Agreement, a properly completed and time executed FinCEN Certification, together with copies of delivery identifying documentation, of such Selling Shareholder and payment for the Offered Shares (the "Time of Delivery"), each such Selling Shareholder undertakes to deposit Common Shares provide such additional supporting documentation as each Underwriter may reasonably request in connection with the Depositary in accordance with the provisions verification of the Deposit Agreement FinCEN Certification. (g) Each of the Selling Shareholders, severally and otherwise not jointly, shall indemnify and hold harmless the Underwriters against any documentary, stamp, sales, transaction, issuance and transfer taxes and other similar fees, duties and charges, and any interest and penalties, on the sale of the Shares by each such Selling Shareholder and on the execution and delivery of this Agreement. All payments to comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued made by the Depositary against receipt of any such Common Shares and delivered Selling Shareholder to the Underwriters at under this Agreement shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless such Time of DeliverySelling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, such Selling Shareholder shall pay to the extent requested by Underwriters such additional amounts as may be necessary in order that the Underwriters in accordance with this Agreementnet amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

Further Agreements of the Selling Shareholders. Each Selling Shareholder hereby Shareholder, severally and not jointly, agrees as to itself with the several Underwriters and the Company as followsthat: (a) As soon as such Such Selling Shareholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company. (b) Such Selling Shareholder will deliver to the Representative on or prior to the Firm Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is advised a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof. (c) Such Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or refer to any “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) and agrees that it will not distribute any written materials in connection with the offer or sale of the Shares. (d) During the period when delivery of a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) of the Rules and Regulations) is required under the Securities Act, such Selling Shareholder will advise the Company Representative promptly, and will confirm such advice in writing to the Underwriters Representative, of (i) receipt by any change in the information relating to such Selling Shareholder of any communication from the Commission relating to in the Registration Statement, the Prospectus or any Preliminary Prospectusdocument comprising the General Disclosure Package. (e) Prior to each Closing Date, or any notice or order of the Commission relating to the Company or the Selling Shareholders in connection with the transactions contemplated by -13- this Agreement and the Terms Agreement referred to in Section 3 and (ii) the happening of any event during the period when a prospectus relating to the Offered Shares is required to be delivered under the Securities Act that in the judgment of such Selling Shareholder makes any statement made in the section of the Registration Statement referred will deposit, or cause to in Section 2.A(e) hereof untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (b) If and to the extent so provided in the Terms Agreement referred to in Section 3, be deposited on such Selling Shareholder’s behalf, for the period therein provided, will not, directly or indirectly, sell, contract to sell or otherwise dispose of certain of the securities of the Company as specified in such Terms Agreement. (c) Prior to the date and time of delivery and payment for the Offered Shares (the "Time of Delivery"), to deposit Common Shares with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise to comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Common Shares and delivered to the Underwriters at such Time Closing Date, as the case may be. (f) Such Selling Shareholder will indemnify and hold each of Deliverythe Underwriters harmless against any documentary, stamp or similar issuance or transfer taxes, duties or fees and any transaction levies, commissions or brokerage charges or any other taxes, including any interest and penalties, which are or may be required to be paid in connection with the offer, sale, transfer and distribution of the ADSs to be sold by such Selling Shareholder and the execution and delivery of this Agreement; provided, however, that the Selling Shareholder shall not be responsible for any such taxes, duties, fees, levies or charges that arise as a result of the distribution of the above referenced Shares by any Underwriter in a manner other than that as is reasonable in such transactions; for the avoidance of doubt, this indemnity does not extend to any income tax assessed on the net income of any Underwriter where the net income of such Underwriter is otherwise subject to income tax in the Cayman Islands, the British Virgin Islands or the PRC by virtue of its conducting any direct business in the Cayman Islands, the British Virgin Islands or the PRC unrelated to any transaction contemplated hereunder with respect to any such income tax. (g) Such Selling Shareholder will use his, her or its best efforts to do and perform all things required to be done or performed under this Agreement by such Selling Shareholder prior to each Closing Date and to satisfy all conditions precedent to the extent requested by delivery of the Underwriters in accordance with this AgreementFirm Shares and the Optional Shares.

Further Agreements of the Selling Shareholders. Each of the Selling Shareholder hereby Shareholders covenants and agrees as to itself with the several Underwriters and the Company as follows: (a) As soon as such Such Selling Shareholder is advised thereofwill cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time. (b) Such Selling Shareholder will pay all Federal, such state, foreign and other taxes, if any on the transfer or sale of the Shares being sold by the Selling Shareholder to the Underwriters. (c) Such Selling Shareholder will do or perform all things required to be done or performed by the Selling Shareholder prior to the Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement. (d) Such Selling Shareholder has executed or will execute an agreement referred to in Section 1(f) and will not, in each case directly or indirectly, sell, offer, contract to sell, grant any option to purchase or otherwise dispose of any shares of Common Stock, or any securities convertible into, exchangeable for or exercisable for Common Stock, or any rights to purchase or acquire Common Stock, for a period of 120 days following the date of this Agreement. (e) Such Selling Shareholder will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (f) Such Selling Shareholder will advise you promptly, and if requested by you, will confirm such advice in writing, within the Company and the Underwriters period of (itime referred to in Section 7(f) receipt by hereof, of any change in information relating to such Selling Shareholder of or any communication from the Commission new information relating to the Registration Statement, such Selling Shareholder which is stated in the Prospectus or any Preliminary Prospectus, amendment or any notice or order of the Commission relating supplement thereto which comes to the Company or the Selling Shareholders in connection with the transactions contemplated by -13- this Agreement and the Terms Agreement referred to in Section 3 and (ii) the happening of any event during the period when a prospectus relating to the Offered Shares is required to be delivered under the Securities Act that in the judgment attention of such Selling Shareholder makes that suggests that any statement made in the section of the Registration Statement referred to in Section 2.A(e) hereof untrue or that requires the making of any changes in the Registration Statement or the Prospectus relating to such Selling Shareholder (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements thereintherein relating to such Selling Shareholder not misleading in any material respect, in light or of the circumstances necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in which they were made, not misleading. (b) If and to the extent so provided in the Terms Agreement referred to in Section 3, such Selling Shareholder, for the period therein provided, will not, directly or indirectly, sell, contract to sell or otherwise dispose of certain of the securities of the Company as specified in such Terms Agreement. (c) Prior to the date and time of delivery and payment for the Offered Shares (the "Time of Delivery"), to deposit Common Shares with the Depositary in accordance with the provisions of the Deposit Agreement and otherwise order to comply with the Deposit Agreement so that ADRs evidencing ADSs will be executed (and, if applicable, countersigned) and issued by the Depositary against receipt of such Common Shares and delivered to the Underwriters at such Time of Delivery, to the extent requested by the Underwriters in accordance with this AgreementSecurities Act or any other law.