Common use of M&A Rules Clause in Contracts

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement and the Prospectus, the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Classifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC Macau counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”).; and (ii) Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the SAFE on August 8, 2006, and as amended by the Ministry of Commerce on June 22, 2009 2009, and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “M&A PRC Mergers and Acquisitions Rules”)) , in particular including the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with has communicated such legal advice in full to each of its directors that signed the Underwriters: (i) Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the ProspectusProspectus , the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital Market NASDAQ and the consummation of the transactions contemplated by this Agreement (i) are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option an Optional Closing Date, materially as the case may be, adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A PRC Mergers and Acquisitions Rules and Related Classifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”).; and (ii) Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE the State Administration of Foreign Exchange on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with the Underwriters: (i) Except as disclosed has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the General Disclosure Package and the Final Prospectus, the issuance and sale of the Firm UnitsOffer Shares and the American Depositary Shares, the listing and trading of the Firm Units American Depositary Shares on the Nasdaq Capital Market NYSE and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (a) are not as of the date hereof, and will not be at the Closing Date or the Option Closing Datebe, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectivelyor at the Closing Date, as the “M&A case may be, adversely affected by the PRC Mergers and Acquisitions Rules and Related Classifications”). (iib) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular particular, the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units on the Nasdaq Capital Market Offered Securities and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities on the Nasdaq Capital Market, the listing and trading of the Firm Units on the Nasdaq Capital Market, Offered Securities or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commercefor Market Regulation, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (iA) Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, the issuance and sale of the Firm UnitsPublic Securities, the listing and trading of the Firm Units Public Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (iiB) Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsPublic Securities, the listing and trading of the Firm Units Ordinary Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with the Underwriters: (i) Except as disclosed in has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Firm UnitsOrdinary Shares and the Securities, the listing and trading of the Firm Units Securities on the Nasdaq Capital NASDAQ Global Market Inc. and the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Power of Attorney (as defined below) and the Custody Agreement (as defined below) are not and will not be, as of the date hereof, and will not be at the Closing Time on each Date or the Option Closing Dateof Delivery, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as . As of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOrdinary Shares and the Securities, the listing and trading of the Firm Units Securities on the Nasdaq Capital MarketNASDAQ Global Market Inc., or the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Power of Attorney or the Custody Agreement. The statements set forth in the Statutory Prospectus included in the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering; any requirement to obtain prior CSRC approval could delay this offering and failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations and reputation, as well as the trading price of our ADSs, and could also create uncertainties for this offering. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions,” when taken together with the statements under “Regulations—Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i1) Except as disclosed in Registration Statement, the Registration Statement Pricing Disclosure Package and the Final Prospectus, the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be at hereof or on the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii2) Except as disclosed in Registration Statement, the Registration Statement Pricing Disclosure Package and the Final Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital MarketNasdaq, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as not an offshore special purpose vehicle directly or indirectly controlled by a PRC resident, citizen or entity. As a result, the Company is not subject to the content of or required to comply with the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, is not required to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Classifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax AdministrationAdministration of Taxation, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and the SAFE on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with has communicated such legal advice in full to each of its directors that signed the Underwriters: (i) Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, the issuance and sale of the Firm UnitsShares represented by ADSs, the listing and trading of the Firm Units ADSs on the Nasdaq Capital Market NYSE and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (i) are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the any applicable Option Closing Date, materially as the case may be, adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A PRC Mergers and Acquisitions Rules and Related Classifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE the State Administration of Foreign Exchange on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with the Underwriters: (i) Except as disclosed has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the General Disclosure Package and the Final Prospectus, the issuance and sale of the Firm UnitsOffered Shares and the American Depositary Shares, the listing and trading of the Firm Units American Depositary Shares on the Nasdaq Capital Market NASDAQ and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (a) are not as of the date hereof, and will not be at the Closing Date or the Option Closing Datebe, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectivelyor at the Closing Date, as the “M&A case may be, adversely affected by the PRC Mergers and Acquisitions Rules and Related Classifications”). (iib) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE the State Administration of Foreign Exchange on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with the Underwriters: (i) Except as disclosed has communicated such legal advice in full to each of its directors that signed the Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Firm UnitsOffer Shares and the American Depositary Shares, the listing and trading of the Firm Units American Depositary Shares on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (i) are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option an Optional Closing Date, materially as the case may be, adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A PRC Mergers and Acquisitions Rules and Related Classifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwritersfollowing: (i) Except as disclosed in the Registration Statement Statement, the Pricing Prospectus and the Prospectus, the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Registration Statement Statement, the Pricing Prospectus and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE the State Administration of Foreign Exchange on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with the Underwriters: (i) Except as disclosed has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the General Disclosure Package and the Final Prospectus, the issuance and sale of the Firm UnitsOffer Shares and the American Depositary Shares, the listing and trading of the Firm Units American Depositary Shares on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (a) are not as of the date hereof, and will not be at the Closing Date or the Option Closing Datebe, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectivelyor at the Closing Date, as the “M&A case may be, adversely affected by the PRC Mergers and Acquisitions Rules and Related Classifications”). (iib) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Each of the Company and each of the Company’s directors and officers that signed a Registration Statement is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State PRC State-Owned Assets Supervision and Administration Commission, the PRC State Tax Administration, the PRC State Administration of Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular including the relevant provisions thereof that purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRCindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with the Underwriters: (i) Except as disclosed in the has fully communicated such legal advice from its PRC counsel to each of its directors and officers that signed a Registration Statement and the Prospectus, the each of such directors and officers has confirmed that he or she understands such legal advice. The issuance and sale of the Firm UnitsOffered Securities and the Offered Shares, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Global Market and the consummation of the transactions contemplated by this Agreement, the Deposit Agreement , the Custody Agreement (as defined below) and the Power of Attorney (as defined below) are not and will not be, as of the date hereof, hereof and will not be at the Closing Date or the Option on each Closing Date, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed . As of the date of the Statutory Prospectus contained in the Registration Statement General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications Clarifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities and the Offered Shares, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, Global Market or the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Custody Agreement or the Power of Attorney. (b) The Selling Shareholder, represents and warrants to, and agrees with, each Underwriter that:

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on September 8, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus,, the issuance and sale of the Firm UnitsOrdinary Shares and the Securities, the listing and trading of the Firm Units Securities on the Nasdaq Capital NASDAQ Global Market Inc. and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof, and will not be at the Closing Time on each Date or the Option Closing Dateof Delivery, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as . As of the date hereof, except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOrdinary Shares and the Securities, the listing and trading of the Firm Units Securities on the Nasdaq Capital MarketNASDAQ Global Market Inc., or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE the State Administration of Foreign Exchange on August 8, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with the Underwriters: (i) Except as disclosed has communicated such legal advice in full to each of its directors that signed the Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Firm UnitsOffer Shares and the American Depositary Shares, the listing and trading of the Firm Units American Depositary Shares on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (i) are not as of the date hereof, and will not be at the Closing Date or the Option Closing Datebe, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectivelyor at each Closing Date, as the “M&A case may be, adversely affected by the PRC Mergers and Acquisitions Rules and Related Classifications”). (ii) Except as disclosed in the Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other prior approval of the CSRC prior to the issuance and sale of the Firm Units, the listing and trading of the Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with the Underwriters: (i) Except as disclosed in has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Firm UnitsOrdinary Shares and the Securities, the listing and trading of the Firm Units Securities on the Nasdaq Capital Market New York Stock Exchange (the “NYSE”) and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof, and will not be at the Closing Time on each Date or the Option Closing Dateof Delivery, materially affected by the M&A Rules or any published and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) . Except as disclosed in the Registration Statement Statement, the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOrdinary Shares and the Securities, the listing and trading of the Firm Units Securities on the Nasdaq Capital MarketNYSE, or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement. The statements set forth in the Statutory Prospectus included in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs,” when taken together with the statements under “Regulation—SPV Regulation and Overseas Listings,” are fair and accurate summaries in all material respects of the matters described therein, and no material information has been omitted from such summaries that would make the same misleading.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular particular, the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Package, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units on the Nasdaq Capital Market Offered Securities and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Package, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities on the Nasdaq Capital Market, the listing and trading of the Firm Units on the Nasdaq Capital Market, Offered Securities or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and SAFE on June 22August 8, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsShares, the listing and trading of the Firm Units Shares on the Nasdaq Capital MarketNew York Stock Exchange, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof, and will not be hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClassificationsClarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain any other the approval of the CSRC prior to the issuance and sale of the Firm UnitsOffered Securities, the listing and trading of the Firm Units Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.