Common use of Offered Securities Clause in Contracts

Offered Securities. The Offered Securities and all other outstanding share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be validly authorized and issued, fully paid and non-assessable, and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The When the Offered Securities are delivered and all other outstanding share capital paid for in accordance with this Agreement on the Closing Date and any Additional Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities, including the maximum number of additional shares of Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Make-Whole Fundamental Change or Optional Redemption (as each such term is defined in the Indenture) and assuming (x) a single holder of Offered Securities converted all of the Offered Securities, (y) the Company elects, upon such conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full (the “Conversion Shares”), have been duly authorizedauthorized and reserved for issuance upon such conversion, and when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Circular; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, and when the Underlying Shares have been issued upon conversion of the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Datethe terms of the Indenture and the Offered Securities, such Offered Securities the Underlying Shares will be be, validly authorized and issued, fully paid and non-assessable, and conform in all respects to ; the description stockholders of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating have no preemptive rights with respect to the issuance by the Company of any ordinary the Offered Securities or the Underlying Shares, and none of the outstanding shares of capital stock of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when have been issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance in violation of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to any preemptive or for the account similar rights of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United Statesany security holder.

Offered Securities. The Offered Securities Securities, the Underlying Shares and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Initial Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities and the Underlying Shares will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and such Offered Securities and the Underlying Shares will conform to the information in all respects the Initial Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities and the Underlying Shares contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company have no preemptive or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; similar rights with respect to the Offered Securities or the Underlying Shares, when issued ; and delivered against payment thereof, may be freely deposited by none of the outstanding shares of capital stock of the Company with have been issued in violation of any preemptive or similar rights of any security holder. The Offered Securities and the Depositary against issuance of the Offered Securities; the ADSs Underlying Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable by the Company subject to any security interest, other encumbrance or for the account adverse claims. Upon payment of the Underwriters; and except purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as disclosed in the General Disclosure Package and registered holder of the Final Prospectus and Underlying Shares, will be, subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers entitled to all the rights of such ADSs under a shareholder conferred by the laws Memorandum and Articles of Association and the Underlying Shares may be freely deposited with the Depositary or its nominee against issuance of the Cayman Islands, ADSs as contemplated by the PRC or the United StatesDeposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share capital shares of the Company have been duly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all Prospectus and, upon the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding ordinary share capital as set forth under the columns of the Capitalization table labeled “As Adjusted”. All outstanding shares of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects the Final Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in shareholders of the Company have no preemptive rights or any have waived such rights with respect to the Offered Securities; none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary outstanding shares of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereoftherefor pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and will not be issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; and the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The When the Offered Securities are delivered and all other outstanding share capital paid for in accordance with this Agreement on the Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; assuming the Company have been satisfies the Share Reservation Condition (as such term is defined in the Indenture), the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities (including the maximum number of additional shares of Common Stock as may be issuable upon conversion as a result of the increase in the Conversion Rate (as such term is defined in the Indenture) in connection with a Make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company satisfies the Share Reservation Condition (as such term is defined in the Indenture), (y) the Company elects, upon each conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full) (the “Conversion Shares”) will be, upon satisfaction of the Share Reservation Condition (as such term is defined in the Indenture), duly authorizedauthorized and reserved for issuance upon such conversion and such shares, when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Memorandum; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, and when the Underlying Shares have been issued upon conversion of the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Datethe terms of the Indenture and the Offered Securities, such Offered Securities the Underlying Shares will be be, validly authorized and issued, fully paid and non-assessable, and conform in all respects to ; the description stockholders of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating have no preemptive rights with respect to the issuance by the Company of any ordinary the Offered Securities or the Underlying Shares, and none of the outstanding shares of capital stock of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when have been issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance in violation of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to any preemptive or for the account similar rights of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United Statesany security holder.

Offered Securities. The Offered Securities Securities, the Warrant Shares and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization and outstanding shares of capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the Warrants on the First Closing Date and each Option Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and the Offered Securities and the Warrant Shares, when issued, will conform in all material respects to the information in the Registration Statement and the Time of Sale Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement outstanding shares of any kind relating to the issuance of any ordinary shares capital stock of the Company or have been issued in violation of any such Controlled Entity, any such convertible or exchangeable securities or any such preemptive rights, warrants rights of first refusal or optionssimilar rights of any security holder; the Offered SharesWarrant Shares issuable upon exercise of the Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment thereof, may be freely deposited by therefor pursuant to the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereofWarrants, will be freely transferable by the Company to or for the account of the Underwritersvalidly issued, fully paid and nonassessable; and except the Warrant Shares are not and will not be subject to any preemptive rights, rights of first refusal or similar rights of any security holder. Except as disclosed in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Prospectus and subject to the terms and provisions of the Deposit AgreementProspectus, there are no (i) equity or debt securities convertible into or exchangeable or exercisable for, (ii) restrictions on subsequent transfers upon the voting or transfer of such ADSs under (other than pursuant to Securities Laws (as defined herein)) or (iii) options, warrants, preemptive rights, rights of first refusal or other rights in existence to purchase or acquire from the laws Company or any subsidiary of the Cayman IslandsCompany, any shares of capital stock of the Company or any subsidiary of the Company. “Securities Laws” means, collectively, the PRC Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the United StatesPublic Company Accounting Oversight Board (the “PCAOB”) and, as applicable, the rules of the NASDAQ Stock Market (the “Exchange Rules”).

Offered Securities. The Offered Securities and all outstanding Securities or other outstanding share capital equity interests of the Company Company, including the shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issuable upon conversion of the Offered Securities (the “Conversion Securities”), have been duly authorized; the authorized equity capitalization of the Company Company, including the Securities and the Common Stock, is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares equity interests of the Company are, andand (x) the Conversion Securities, when issued upon conversion of the Offered Securities have been issuedin accordance with the terms of the Certificate of Designations, and (y) the Offered Securities, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be be, validly authorized and issued, fully paid and non-assessable, nonassessable; the Securities (including the Offered Securities) and the Conversion Securities conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities and Conversion Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive or similar rights with respect to the Securities or the Conversion Securities; and none of the outstanding shares of Common Stock have been issued in violation of any preemptive or similar rights of any security holder arising by operation of law, under the certificate of incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents”), of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants a) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any Common Stock, (b) warrants, rights or options to subscribe for or purchase from the Company any ordinary such shares of Common Stock or any such convertible or exchangeable securities or obligations, (c) long-term incentive plans, capital share bonus or other equity interest in long-term incentive plans or arrangements and the Company options or any of the Controlled Entities, other rights granted thereunder or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares (d) obligations of the Company to issue or sell any such Controlled Entityshares of Common Stock, any such convertible or exchangeable securities or obligations, or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” or made any offer (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case, other than by the ADSs means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof. The Company has reserved for future issuance a sufficient number of shares of Common Stock to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account upon conversion of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesOffered Securities.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, are and, when the Offered Firm Securities have been issued, delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will be validly authorized and issued, fully paid and non-assessablepaid, and nonassessable, will conform to the information in all respects the General Disclosure Package and to the description of such Offered Firm Securities and Optional Securities contained in the Final Prospectus; the Company’s common stock, par value $0.01 per share (the “Common Stock”), conforms to the description thereof in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any description of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating Offered Securities will conform to the issuance terms of any ordinary shares the articles supplementary setting forth the rights and preferences of the Series A Stock (the “Articles Supplementary”); the shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; and none of the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by outstanding shares of capital stock of the Company to have been issued in violation of any preemptive or for the account similar rights of the Underwriters; and except any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit AgreementProspectus, there are no restrictions on subsequent transfers of such ADSs under the laws outstanding (a) securities or obligations of the Cayman IslandsCompany convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the PRC Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the United StatesCompany to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementGeneral Disclosure Package and the Final Prospectus and, upon (A) the automatic conversion of all of the Company’s outstanding Series A convertible redeemable preferred shares par value $0.0001 per share and the Company’s outstanding Series B convertible redeemable preferred shares par value $0.0001 per share (collectively, the “Preferred Shares”) as described in the General Disclosure Package and the Final ProspectusProspectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled “As Adjusted”; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities and the underlying Common Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; , and none of the ADSs outstanding shares of capital stock of the Company, including the Common Shares to be purchased by the Underwriters from the Selling Shareholders, have been issued in violation of any preemptive or similar rights of any security holder, the Offered Securities and the underlying Common Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Common Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Common Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Common Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and the Offered Shares and all other outstanding share capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, are and, when the Offered Securities and the Offered Shares to be sold by the Company have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities and the Offered Shares will be have been, validly authorized and issued, fully paid and non-assessable, assessable and will conform in all respects to the description of such Offered Securities contained information in the General Disclosure Package and to the description of such shares and such Offered Securities and Offered Shares contained in the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in shareholders of the Company or any have no preemptive rights with respect to the Offered Securities and the Offered Shares and none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary outstanding shares of the Company Company, including the Class A Ordinary Shares to be sold by the Selling Shareholder, have been issued in violation of any preemptive or similar rights of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs Shares to be sold by the Company, when issued and delivered against payment thereoftherefor pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims and will have been issued in compliance with all U.S. federal (“Federal”) and state securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Offered Shares, will be, subject to the terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Company to or for the account Memorandum and Articles of Association of the UnderwritersCompany as then in effect; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs the Offered Shares or the Offered Securities under the laws of the Cayman Islands, the PRC People’s Republic of China (“PRC”) or the United States, as the case may be; the Offered Shares may be freely deposited by the Company or the Selling Shareholder, as the case may be, with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and under the Final Prospectuscaption “Capitalization”; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform in all material respects to the description of such Offered Securities the Common Stock contained in the General Disclosure Package and the Final Prospectus; except the stockholders of the Company have no preemptive rights with respect to the issuance of the Offered Securities by the Company; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder of the Company. Except as disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, there are no outstanding rights (including, without limitation, preemptive rights), warrants A) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any capital stock of the Company, any ordinary shares (B) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such capital stock or any of the Controlled Entities, such convertible or any contract, commitment, agreement, understanding exchangeable securities or arrangement of any kind relating to the issuance of any ordinary shares obligations or (C) obligations of the Company to issue or sell any such Controlled Entityshares of capital stock, any such convertible or exchangeable securities or obligations or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case other than the ADSs preliminary prospectus referred to be sold by the Companyin Section 2(a)(iv) hereof, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to and, in connection with the terms and provisions Directed Share Program described in Section 4, the enrollment materials prepared by the Designated Underwriter (as defined in Section 4) on behalf of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesCompany.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and, upon the issuance and sale of the Final ProspectusFirm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled "As Adjusted"; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entitysecurity holder, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and as of the Final Prospectus Applicable Time and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and, upon the issuance and sale of the Final ProspectusFirm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled “As Adjusted”; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entitysecurity holder, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and as of the Final Prospectus Applicable Time and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The When the Offered Securities are delivered and all other outstanding share capital paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, the Underlying Shares of the Company or a combination thereof in accordance with the terms of the Indenture; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities (including any Underlying Shares to be issued upon conversion of the Offered Securities in connection with a make-whole adjustment event or through operation of any incremental share factor), assuming the Company elects to issue and deliver solely shares of Common Stock in respect of all such conversions, have been duly authorizedauthorized and reserved for issuance upon such conversion, conform to the information in the General Disclosure Package and to the description of such Underlying Shares contained in the Final Prospectus; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, and when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities issued upon conversion any Underlying Shares will be validly authorized and issued, fully paid and non-assessable, and conform in all respects to nonassessable; the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares stockholders of the Company have no preemptive rights with respect to the Offered Securities or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Underlying Shares, when issued and delivered against payment thereof, may be freely deposited by none of the outstanding shares of capital stock of the Company with the Depositary against issuance have been issued in violation of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to any preemptive or for the account similar rights of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United Statesany security holder.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding share capital of the Company have been will be duly authorizedauthorized as of the Closing; the authorized equity capitalization of the Company is conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company Ordinary Shares are, andand will be, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, and upon issuance by the Depositary of the Offered Securities to be issued or sold by the Company and the deposit by the Company of the underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered Securities will be be, on each Closing Date, validly authorized and issued, fully paid and non-assessable, nonassessable and will conform in all material respects to the description of such Offered Securities or underlying Ordinary Shares, as the case may be, contained in the General Disclosure Package and the Final Prospectus; except . Except as disclosed in the Registration Statement and the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares Shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; have no pre-emptive rights with respect to the Offered SharesSecurities or the underlying Ordinary Shares and none of the Offered Securities or the underlying Ordinary Shares have been or will be issued in violation of any pre-emptive right, resale right, right of first refusal or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package, the Offered Securities to be sold by the Company, when issued and delivered against payment therefor pursuant to this Agreement, and the underlying Ordinary Shares deposited by the Company with the Depositary in respect thereof, will not be subject to any security interest, other encumbrance or adverse claims. The Ordinary Shares underlying the Offered Securities to be sold by the Company may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs Offered Securities to be sold by the Company, when issued and delivered against payment thereoftherefore, will be freely transferable by the Company to or for the account of the several Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities Company hereby agrees to sell to the several Underwriters, and all other outstanding share capital each Underwriter, upon the basis of the Company have been duly authorized; representations and warranties herein contained, but subject to the authorized equity capitalization of conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company is at the price and/or principal amount, as the case may be, set forth in the Registration Statementapplicable Terms Agreement attached hereto as Exhibit A and in the respective amounts and number of shares, as the case may be, of the designated Offered Securities set forth opposite the name of each such Underwriter in Schedule A to such Terms Agreement. In addition, the General Disclosure Package Company may specify in any Terms Agreement relating to any offering that the Company thereby grants to the Underwriters an option to purchase up to the number of shares or principal amount of additional Offered Securities (the "OPTION SECURITIES," and if so purchased shall also be "OFFERED SECURITIES" herein) in the Final Prospectus; all outstanding ordinary shares amount set forth in such Terms Agreement. The option thereby granted is exercisable as provided in Section 4 hereof, shall expire at the close of business on the 30th day after the date of the Company are, and, when the Offered Securities have been issued, delivered applicable Terms Agreement (unless otherwise specified therein) and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be validly authorized and issued, fully paid and nongranted solely for the purpose of covering over-assessable, and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, allotments which may be freely deposited by the Company made in connection with the Depositary against issuance of the Offered Securities; the ADSs to applicable offering. The Option Securities shall be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or purchased severally for the account of the Underwriters; and except as disclosed Underwriters in the General Disclosure Package and the Final Prospectus and subject proportion to the terms and provisions number or amount of Offered Securities set opposite the name of such Underwriters in Schedule A of the Deposit applicable Terms Agreement, there are . The respective purchase obligations of each Underwriter with respect to the Option Securities shall be adjusted by the managing Underwriter so that no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC Underwriter shall be obligated to purchase Option Securities in amounts other than in 100 share or the United States$1,000 principal amount increments.

Offered Securities. The Offered Securities and all other issued and outstanding shares in the share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; Prospectus and, upon (A) the automatic conversion of all of the Company’s outstanding ordinary shares as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table labeled “Pro forma” and “Pro forma as adjusted”. All outstanding Ordinary Shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such the Offered Securities Shares will be have been, validly authorized and issued, fully paid and non-assessable, and will conform in all respects to the description of such Offered Securities contained information in the Registration Statement, the General Disclosure Package and the Final Prospectus to the description of such Offered Shares contained in the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in shareholders of the Company or any have no preemptive rights with respect to the Offered Shares; none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary outstanding shares of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; and except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding share capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in security holder of the Company or has any preemptive rights with respect to the Offered Securities, and none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary outstanding shares of the Company has been issued in violation of any preemptive or similar right of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when Securities and the underlying Ordinary Shares to be issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association ; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company will, after giving effect to the Reorganization Transactions, have been duly authorized; the authorized equity capitalization of the Company is as set forth will, after giving effect to the Reorganization Transactions and the other transactions described in the Registration Statement, the General Disclosure Package and under the Final Prospectusheading “Capitalization”, be as set forth under such heading; all outstanding ordinary shares of capital stock of the Company arewill, after giving effect to the Reorganization Transactions, be, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform to the information in all respects the General Disclosure Package and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants A) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any capital stock of the Company, any ordinary shares (B) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such capital stock or any of the Controlled Entities, such convertible or any contract, commitment, agreement, understanding exchangeable securities or arrangement of any kind relating to the issuance of any ordinary shares obligations or (C) obligations of the Company to issue or sell any such Controlled Entityshares of capital stock, any such convertible or exchangeable securities or obligations or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case other than the ADSs preliminary prospectus referred to be sold in Section 2(a)(v) hereof, the Final Prospectus, any Permitted Free Writing Prospectus and, in connection with the Directed Share Program, the enrollment materials prepared by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account Designated Underwriter on behalf of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesCompany.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementGeneral Disclosure Package and, upon (A) the automatic conversion of all of the Company's outstanding Series A preferred shares par value $0.001 per share (collectively, the "PREFERRED SHARES") as described in the General Disclosure Package as of the Applicable Time and the Final ProspectusRegistration Statement and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled "As Adjusted"; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entitysecurity holder, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and as of the Final Prospectus Applicable Time and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be validly authorized and issued, fully paid and non-assessable, and conform in all respects to the description of such Offered Securities contained in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the Registration Statement, the General Disclosure Package and or the Final Prospectus and subject to the terms and provisions of the Deposit AgreementProspectus, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, are and, when the Offered Firm Securities have been issued, delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will be validly authorized and issued, fully paid and non-assessablepaid, and nonassessable, will conform to the information in all respects the General Disclosure Package and to the description of such Offered Firm Securities and Optional Securities contained in the Final Prospectus; the Company’s common stock, par value $0.01 per share (the “Common Stock”), conforms to the description thereof in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any description of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating Offered Securities will conform to the issuance terms of any ordinary shares the articles supplementary setting forth the rights and preferences of the Series B Stock (the “Articles Supplementary”); the shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; and none of the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by outstanding shares of capital stock of the Company to have been issued in violation of any preemptive or for the account similar rights of the Underwriters; and except any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit AgreementProspectus, there are no restrictions on subsequent transfers of such ADSs under the laws outstanding (a) securities or obligations of the Cayman IslandsCompany convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the PRC Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the United StatesCompany to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Indenture has been duly authorized. The Offered Securities and all other outstanding share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is conforms as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be validly authorized and issued, fully paid and non-assessable, and conform to legal matters in all material respects to the description of such Offered Securities contained thereof set forth in the General Disclosure Package and the Final Prospectus; when the Offered Securities are delivered and paid for by the Underwriters pursuant to this Agreement on the First Closing Date and each Optional Closing Date, the Indenture will have been duly executed and delivered by the Company, such Offered Securities will have been duly executed, issued and delivered and will conform to the description thereof contained in the General Disclosure Package, the Final Prospectus and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Ordinary Shares outstanding prior to the issuance of the Ordinary Shares to be issued upon conversion of the Offered Securities have been duly authorized and are validly issued, fully paid and non-assessable; except as disclosed in the General Disclosure PackagePackage and the Final Prospectus, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; except as set forth in the Offered SharesIndenture, the Ordinary Shares represented by the ADSs, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance upon conversion of the Offered Securities; , will be free of any restriction upon the ADSs to be sold by voting or transfer thereof, except as set forth in the Company’s constitutive documents or any agreement or other instrument to which the Company is a party. Upon issuance and delivery of the Offered Securities in accordance with this Agreement and the Indenture, the Offered Securities will be convertible at the option of the holder thereof into ADSs representing Ordinary Shares in accordance with the terms of the Offered Securities. The maximum number of Ordinary Shares issuable upon conversion of the Offered Securities have been duly authorized and, when issued and delivered against payment thereofupon conversion of the Offered Securities, will be freely transferable by validly issued, fully paid and non-assessable and will conform to the Company to or for the account of the Underwriters; and except as disclosed description thereof contained in the General Disclosure Package and the Final Prospectus Prospectus, and the issuance of such Ordinary Shares will not be subject to the terms and provisions any preemptive rights, resale rights, rights of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC first refusal or the United Statessimilar rights.

Offered Securities. The Offered Securities Securities, the Class A Ordinary Shares represented thereby, the Ordinary Shares and all other issued and outstanding shares in the share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; Prospectus and, upon (A) the conversion and re-designation of all of the Company’s issued and outstanding preferred shares into ordinary shares as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table included in the Registration Statement, the General Disclosure Package and the Final Prospectus labeled “Pro forma” and “Pro forma as adjusted.” All issued and outstanding shares in the share capital of the Company are, and, when the Offered Securities have been issued, delivered and the underlying Class A Ordinary Shares have been allotted and issued and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform in all respects to the description of such Offered Securities contained descriptions thereof in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed there are (A) no outstanding securities issued by the Company (other than the preferred shares described in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, there are which shall automatically convert into Class A Ordinary Shares immediately prior to the completion of the offering of the Offered Securities as described in the Registration Statement, the General Disclosure Package and the Final Prospectus) convertible into or exchangeable for, or rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Class A Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares share capital of, or other equity any direct interest in the Company or in, any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to ; the issuance of any ordinary shares shareholders of the Company have no pre-emptive rights with respect to the Offered Securities or Class A Ordinary Shares represented thereby; none of the outstanding shares in the share capital of the Company have been issued in violation of any such Controlled Entity, pre-emptive or similar rights of any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs Class A Ordinary Shares represented thereby to be sold by the Company, when issued and delivered against payment thereoftherefor pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will be issued in compliance with all federal and state securities laws and will not be issued in violation of any pre-emptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Class A Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; and except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs the Offered Securities or the Class A Ordinary Shares represented thereby under the laws of the Cayman Islands, the PRC Islands or the United States; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, conform or will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Common Stock, including the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in each of the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights (including, without limitation, preemptive rights), warrants related to or options entitling any person to acquirepurchase or otherwise to acquire any shares of, or instruments any security convertible into or exchangeable or exercisable for, any ordinary shares the capital stock of, or other equity ownership interest in the Company or any of the Controlled Entitiesin, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable except for such options or rights as may have been granted by the Company to employees, directors or for the account consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Underwriters; Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as for liens under the Company’s Revolving Credit Agreement disclosed in each of the General Disclosure Package and Final Prospectus, are owned by the Final Prospectus Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject to the terms of any agreement or understanding with any person and provisions were not issued in violation of the Deposit Agreement, any preemptive or similar rights; and there are no restrictions on subsequent transfers outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of such ADSs under sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the laws capital stock of, or other ownership interest in any of the Cayman Islands, the PRC or the United StatesSubsidiaries.

Offered Securities. The Offered Securities and all other outstanding share capital shares of beneficial interest of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and conform in all respects the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of beneficial interest of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are and, after giving effect to the Formation Transactions, will be no outstanding rights (including, without limitation, preemptive rights), warrants a) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any beneficial interest of the Company, any ordinary shares (b) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such beneficial interest or any of the Controlled Entities, such convertible or any contract, commitment, agreement, understanding exchangeable securities or arrangement of any kind relating to the issuance of any ordinary shares obligations or (c) obligations of the Company to issue or sell any such Controlled Entityshares of beneficial interest, any such convertible or exchangeable securities or obligations, or any such rightswarrants, warrants rights or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other issued and outstanding shares in the share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding Prospectus and, upon (A) the re-designation of ordinary shares and contingently redeemable ordinary shares as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table labeled “Pro forma” and “Pro forma as adjusted”. All issued and outstanding shares in the share capital of the Company are, and, when the Offered Securities and the underlying Class A Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been validly authorized and issued, fully paid and non-assessable, and will conform to the information in all respects the Registration Statement, the General Disclosure Package and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, there are (A) no outstanding rights (includingsecurities convertible into or exchangeable for, without limitation, preemptive rights), warrants or options to acquirepurchase from the Company, or obligations of the Company to issue, Class A Ordinary Shares or any of the share capital of the Company, and (B) no outstanding securities or instruments convertible into or exchangeable for, any ordinary shares rights, warrants or other equity interest in the Company or options to purchase from any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement obligations of any kind relating of the Controlled Entities to issue, any share capital of, or any direct interest in, any of the issuance of any ordinary shares Controlled Entities; the shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; none of the ADSs outstanding shares of share capital of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities and the underlying Class A Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Class A Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; and except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Class A Ordinary Shares represented by the Offered Securities or the Class A Ordinary Shares under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The At the Time of Closing, the Offered Securities and all other outstanding share capital of the Company will have been duly authorized; created and authorized by the authorized equity capitalization Fund. At the Time of the Company is as set forth in the Registration StatementClosing, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities will have been issuedduly created under the Trust Indenture and, delivered upon the Fund having received the full purchase price therefor, be duly and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be validly authorized and issued, issued as fully paid and non-assessableassessable securities of the Fund entitled to the benefits of the Trust Indenture. The Units issuable upon the exercise of the conversion rights pursuant to the Offered Securities will, upon their issuance in accordance with the terms of the Trust Indenture, be duly and validly issued as fully paid and non-assessable securities of the Fund having the benefits of the Declaration of Trust. The attributes of the Offered Securities conform (or, in the case of any Prospectus Amendment, will, at the time of delivery thereof to the Underwriters, conform) in all material respects to the description of such Offered Securities contained thereof in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against Offering Documents. The issuance of the Offered Securities is not subject to any preemptive right, right of first refusal or similar right. No person has any right to require the qualification for distribution or registration of any securities of the Fund or the filing of a prospectus, registration statement or similar document with respect thereto under any Applicable Law, in each case in connection with the offer and sale of the Offered Securities; . Prior to the ADSs to be sold Time of Closing, the form of the certificates for the Offered Securities will have been approved by the Company, when issued Administrator and delivered against payment thereof, will be freely transferable adopted by the Company to or for Fund and will comply with all legal and stock exchange requirements and will not conflict with the account Declaration of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC Trust or the United StatesTrust Indenture.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in each of the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights (including, without limitation, preemptive rights), warrants related to or options entitling any person to acquirepurchase or otherwise to acquire any shares of, or instruments any security convertible into or exchangeable or exercisable for, any ordinary shares the capital stock of, or other equity ownership interest in the Company or any of the Controlled Entitiesin, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable except for such options or rights as may have been granted by the Company to employees, directors or for the account consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Underwriters; Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as for liens under the Company’s bank credit facility and secured notes disclosed in each of the General Disclosure Package and the Final Prospectus (the “Credit Facility”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject to the terms of any agreement or understanding with any person and provisions were not issued in violation of the Deposit Agreement, any preemptive or similar rights; and there are no restrictions on subsequent transfers outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of such ADSs under sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the laws capital stock of, or other ownership interest in any of the Cayman Islands, the PRC or the United StatesSubsidiaries.

Offered Securities. The Offered Securities and all other issued and outstanding share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all issued and outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be validly authorized and issued, fully paid and non-assessable, and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the Registration Statement, General Disclosure Package, and the Final Prospectus, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit AgreementProspectus, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities All of the issued and all other outstanding share capital shares of the Company have been duly authorized and validly issued without violation of any preemptive right, resale right, right of first refusal or similar right and is fully paid and non-assessable; the Securities have been duly and validly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusProspectus in the column entitled “Actual” under the caption “Capitalization”; all outstanding ordinary shares of the Company are, are and, when the Offered Securities have been issued, delivered and paid for and issued in accordance with this Agreement on each the Closing Date, such Offered Securities will be have been validly authorized and issued, fully paid and non-assessable, assessable and will conform in all respects to the description of such Offered Securities contained information in the Registration Statement, the General Disclosure Package and the Final Prospectus; except Prospectus and the description of such Securities contained in the Registration Statement, the General Disclosure Package and the Prospectus in all material respects. Except as disclosed in the Registration Statement, the General Disclosure PackagePackage and the Prospectus under the heading “Major Shareholders and Related Party Transactions—Shareholders’ Agreements” or “Memorandum and Articles of Association ―Preemptive or Similar Rights,” the shareholders of the Company have no preemptive rights with respect to the Securities, there are no and none of the outstanding shares of the Company have been issued in violation of any preemptive, accretion or similar rights (including, without limitation, preemptive rights)of any security holder. No options, warrants or options other rights to acquire, or instruments convertible into or exchangeable for, any ordinary shares purchase agreements or other equity interest obligations to issue or rights to convert any securities or ownership interests in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of its subsidiaries are outstanding except for those issued under the Company Share Option Plans or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of heading “the Cayman Islands, the PRC Offering” or the United States“Prospectus Supplement Summary―Our Subsidiaries and Key Investees.”

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares security holder of the Company has any preemptive rights with respect to the Offered Securities, and none of the outstanding shares of capital stock of the Company has been issued in violation of any preemptive or similar right of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Class A Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable by the Company subject to any security interest, other encumbrance or for the account adverse claims, and will not have been issued in violation of the Underwritersany preemptive right, resale right, right of first refusal or similar right; and except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Class A Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United StatesStates or the PRC Laws and Regulations, as the case may be; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each the Closing Date, such Offered Securities Shares will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares stockholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; and none of the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. All the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and, except to or for the account of the Underwriters; and except as disclosed extent set forth in the General Disclosure Package and the Final Prospectus Prospectus, are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants. The Warrant Shares, when issued and delivered upon exercise of the Warrants and paid for in accordance therewith, will be validly issued, fully paid and nonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the terms Warrant Shares. The Shares (including the Warrant Shares) and provisions of the Deposit AgreementWarrants, there are no restrictions on subsequent transfers of such ADSs under when issued, will conform to the laws of description thereof set forth in or incorporated into the Cayman Islands, Disclosure Package and the PRC or the United States.Prospectus;

Offered Securities. The Offered Securities and all other outstanding share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary common shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be be, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform to the information in all respects the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary common shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary common shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered SharesShares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit AgreementPackage, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company and XXXX XX have been duly authorized; the authorized equity capitalization of the Company and XXXX XX is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company and XXXX XX are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the Registration Statement, the General Disclosure Package and the Final Prospectus; except the stockholders of the Company and XXXX XX have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company or XXXX XX have been issued in violation of any preemptive or similar rights of any security holder of the Company or XXXX XX. Except as disclosed in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus, there are no outstanding rights (including, without limitation, preemptive rights), warrants i) securities or options to acquire, obligations of the Company or instruments XXXX XX convertible into or exchangeable for, for any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares capital stock of the Company or XXXX XX, (ii) warrants, rights or options to subscribe for or purchase from the Company or XXXX XX any such Controlled Entitycapital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company or XXXX XX to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations or any such rightswarrants, warrants rights or options; . The Company and XXXX XX have not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case other than the ADSs preliminary prospectus referred to be sold by the Companyin Section 2(a)(v) hereof, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesProspectus.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and conform in all respects the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; the forms of certificates used to represent the Offered Securities, if any, comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants i) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any Common Stock of the Company, any ordinary shares (ii) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such Common Stock or any of the Controlled Entities, such convertible or any contract, commitment, agreement, understanding exchangeable securities or arrangement of any kind relating to the issuance of any ordinary shares obligations or (iii) obligations of the Company to issue or sell any such Controlled Entityshares of Common Stock, any such convertible or exchangeable securities or obligations, or any such rightswarrants, warrants rights or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and conform in all respects the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are and will be no outstanding rights (including, without limitation, preemptive rightsa), warrants except for an aggregate of 109,608 OP Units issued on August 18, 2017 in connection with a property acquisition, securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any shares of common stock, any ordinary shares or other equity interest in the Company or any of the Controlled Entitiespar value $0.001 per share, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company (the “Common Stock”) or Series A Preferred Stock, (b) warrants, rights or options to subscribe for or purchase from the Company any shares of Common Stock or Series A Preferred Stock or any such Controlled Entityconvertible or exchangeable securities or obligations or (c) except for the Company’s obligation pursuant to that certain advisory agreement with Jxxxxx Mxxxxxxxxx Xxxxx LLC pursuant to which the Company may issue shares of Common Stock, LTIP units or common stock equivalents (the “Advisory Payments”), obligations of the Company to issue or sell any shares of Common Stock or Series A Preferred Stock, any such convertible or exchangeable securities or obligations, or any such rightswarrants, warrants rights or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder of the Company; the Offered Securities will be registered pursuant to Section 12(b) of the Exchange Act upon issuance; and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Offered Securities under the Exchange Act or de-listing the Offered Securities from the New York Stock Exchange, nor has the Company received any notification that the Commission or the New York Stock Exchange is contemplating terminating such registration or listing. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants A) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any capital stock of the Company, any ordinary shares (B) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such capital stock or any of the Controlled Entities, such convertible or any contract, commitment, agreement, understanding exchangeable securities or arrangement of any kind relating to the issuance of any ordinary shares obligations or (C) obligations of the Company to issue or sell any such Controlled Entityshares of capital stock, any such convertible or exchangeable securities or obligations or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case other than the ADSs preliminary prospectus referred to be sold by the Companyin Section 2(a)(vi) hereof, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesProspectus.

Offered Securities. The Offered Securities and all other outstanding share shares of capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; and none of the ADSs outstanding shares of capital shares of the Company, have been issued in violation of any preemptive or similar rights of any security holder. The Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants A) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any capital stock of the Company, any ordinary shares (B) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations, except for options to purchase 60,000 shares of common stock granted to Dxxxx Xxxxxxx, options to purchase 60,000 shares of common stock granted to Sxxxxxx Xxxxx, and options to purchase 65,500 shares of common stock granted to Dxxxx Xxxxxxxxx (Messrs. Casbier, Haber, and Pxxxxxxxx received the options in connection with the commencement of their employment with the Company, but are not “officers” for purposes of Section 16 of the Controlled Entities, Exchange Act) or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares (C) obligations of the Company to issue or sell any such Controlled Entityshares of capital stock, any such convertible or exchangeable securities or obligations or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) or used any “prospectus” (within the meaning of the Act and the Rules and Regulations) or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case other than the ADSs preliminary prospectus referred to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesSection 2(a)(iv) hereof.

Offered Securities. The When the Offered Securities are delivered and all other outstanding share capital paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, Underlying Shares or a combination thereof, at the Company’s election, in accordance with the terms of the Company Indenture; any Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorizedauthorized and reserved for issuance upon such conversion, conform to the information in the General Disclosure Package and to the description of such Underlying Shares contained in the Final Prospectus; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, and when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities issued upon conversion any Underlying Shares will be validly authorized and issued, fully paid and non-assessablenonassessable, and will conform in all respects to the description of such Offered Securities contained information in the General Disclosure Package and to the description contained in the Final Prospectus; except the stockholders of the Company have no preemptive rights with respect to the Offered Securities or any Underlying Shares, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in each of the General Disclosure PackagePackage and Final Prospectus, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights (including, without limitation, preemptive rights), warrants related to or options entitling any person to acquirepurchase or otherwise to acquire any shares of, or instruments any security convertible into or exchangeable or exercisable for, any ordinary shares the capital stock of, or other equity ownership interest in the Company or any of the Controlled Entitiesin, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable except for such options or rights as may have been granted by the Company to employees, directors or for the account consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Underwriters; Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as for liens under the Company’s bank credit facility and secured notes disclosed in each of the General Disclosure Package and the Final Prospectus (the “Credit Facility”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject to the terms of any agreement or understanding with any person and provisions were not issued in violation of the Deposit Agreement, any preemptive or similar rights; and there are no restrictions on subsequent transfers outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of such ADSs under sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the laws capital stock of, or other ownership interest in any of the Cayman Islands, the PRC or the United StatesSubsidiaries.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding share capital shares of the Company have been duly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company have no preemptive rights with the Depositary against issuance of respect to the Offered Securities; and none of the ADSs outstanding shares of the Company, including the Ordinary Shares to be sold by the Selling Shareholder, have been issued in violation of any preemptive or similar rights of any security holder. The Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Island securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all outstanding Securities or other outstanding share capital equity interests of the Company Company, including the shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issuable upon conversion of the Offered Securities (the “Conversion Securities”), have been duly authorized; the authorized equity capitalization of the Company Company, including the Securities and the Common Stock, is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares equity interests of the Company are, andand (x) the Conversion Securities, when issued upon conversion of the Offered Securities have been issuedin accordance with the terms of the Certificate of Designations, and (y) the Offered Securities, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be be, validly authorized and issued, fully paid and non-assessable, nonassessable; the Securities (including the Offered Securities) and the Conversion Securities conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities and Conversion Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive or similar rights with respect to the Securities or the Conversion Securities; and none of the outstanding shares of Common Stock have been issued in violation of any preemptive or similar rights of any security holder arising by operation of law, under the certificate of incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents”), of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants a) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any Common Stock, (b) warrants, rights or options to subscribe for or purchase from the Company any ordinary such shares of Common Stock or any such convertible or exchangeable securities or obligations, (c) long-term incentive plans, capital share bonus or other equity interest in long-term incentive plans or arrangements and the Company options or any of the Controlled Entities, other rights granted thereunder or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares (d) obligations of the Company to issue or sell any such Controlled Entityshares of Common Stock, any such convertible or exchangeable securities or obligations, or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” or made any offer (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; the ADSs to be sold , in each case, other than by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account means of the Underwriters; and except as disclosed preliminary prospectus supplement referred to in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesSection 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding share shares of capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquireshareholders of the Company do not have, or instruments convertible into or exchangeable forhave waived prior to the date hereof, any ordinary shares or other equity interest in preemptive rights with respect to the Company or any Securities; and none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement outstanding shares of any kind relating to the issuance of any ordinary capital shares of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; security holder. The Offered Securities and the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares security holder of the Company has any preemptive rights with respect to the Offered Securities, and none of the outstanding shares of capital stock of the Company has been issued in violation of any preemptive or similar right of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share capital shares of beneficial interest of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and conform in all respects the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of beneficial interest of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents (as defined below) of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants a) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable forfor any beneficial interest of the Company, any ordinary shares (b) warrants, rights or other equity interest in options to subscribe for or purchase from the Company any such beneficial interest or any of the Controlled Entities, such convertible or any contract, commitment, agreement, understanding exchangeable securities or arrangement of any kind relating to the issuance of any ordinary shares obligations or (c) obligations of the Company to issue or sell any such Controlled Entityshares of beneficial interest, any such convertible or exchangeable securities or obligations, or any such rightswarrants, warrants rights or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding share capital shares of the Company have been duly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issuedsubscribed, delivered paid-up by way of a payment by the Underwriters or purchasers procured by the Underwriters, in cash of the total (gross) subscription price (i.e., share capital plus share premium) to the bank account of the Company (as evidenced on a bank extract of the Company), less any commissions paid to third parties or fees paid to third parties in respect of the issuance and paid for subscription of the Offered Securities, in accordance with (as the case may be) one or several payment direction letters, and issued under the authorized share capital of the Company in accordance with the articles of association of the Company (as existing from time to time), in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issuedissued in accordance with the articles of association of the Company (as existing from time to time), fully paid and non-assessable, nonassessable and will conform to the information in all respects the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the existing shareholders of the Company have no preemptive rights with respect to the Offered Securities provided that (i) the Offered Securities are issued by the Board of Directors of the Company (the “Board”) (or a delegate thereof) within the framework and within the limits of the Company’s authorized share capital and (ii) the Board waives, suppresses or limits any preferential of pre-emptive subscription rights of the existing shareholders of the Company; and none of the outstanding shares of the Company have been issued in violation of any preemptive or similar rights of any security holder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants A) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable for, for any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such shares or any such Controlled Entityconvertible or exchangeable securities or obligations or (C) obligations of the Company to issue or sell any shares, any such convertible or exchangeable securities or obligations or any such rightswarrants, warrants rights or options; . The Company has not, directly or indirectly, offered or sold any of the Offered Shares, when issued Securities by means of any “prospectus” (within the meaning of the Act and delivered against payment thereof, may be freely deposited by the Company Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Depositary against issuance offer or sale of the Offered Securities; , in each case other than the ADSs preliminary prospectus referred to be sold by the Companyin Section 2(a) and (e) hereof, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United StatesProspectus.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionshave no preemptive rights with respect to the Securities; and none of the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by outstanding shares of capital stock of the Company with have been issued in violation of any preemptive or similar rights of any security holder. The Offered Securities and the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and as of the Final Prospectus Applicable Time and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding share capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in security holder of the Company or has any preemptive rights with respect to the Offered Securities, and none of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary outstanding shares of the Company has been issued in violation of any preemptive or similar right of any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or optionssecurity holder; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementGeneral Disclosure Package and, upon (A) the automatic conversion of all of the Company’s outstanding Series A preferred shares, Series B preferred shares and Series C preferred shares, in each case par value $0.005 per share (collectively, the “Preferred Shares”) as described in the General Disclosure Package as of the Applicable Time and the Final ProspectusRegistration Statement and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled “As Adjusted”; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, will conform to the information in the General Disclosure Package and conform in all respects to the description of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any such Controlled Entitysecurity holder, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued Securities and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment thereofheretofore pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Company Offered Securities, will be, subject to or for the account terms of the UnderwritersDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; and except as disclosed in the General Disclosure Package and as of the Final Prospectus Applicable Time and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, the PRC Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities Securities, the Manager Shares and all outstanding Securities, other outstanding share capital limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares Securities, limited liability company interests or other equity interests of the Company are, and, when (A) the Offered Securities have been issued, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date and (B) the Manager Shares when issued and delivered by the Company and paid for in accordance with the Share Purchase Agreement on the First Closing Date, such Offered Securities will be be, validly authorized and issued, fully paid and non-assessable, nonassessable; the Securities (including the Offered Securities and the Manager Shares) conform to the information in all respects the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder arising by operation of law, under the operating agreement or other organizational documents (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants a) securities or options to acquire, or instruments obligations of the Company convertible into or exchangeable for, for any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary capital shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital shares or any such Controlled Entityconvertible or exchangeable securities or obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (d) obligations of the Company to issue or sell any capital shares, any such convertible or exchangeable securities or obligation, or any such rightswarrants, warrants rights or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and the Offered Shares and all other outstanding share shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are, are and, when the Offered Securities and the Offered Shares to be sold by the Company have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such the Offered Securities and the Offered Shares will be have been, validly authorized and issued, fully paid and non-assessablenonassessable, and will conform in all respects to the description of such Offered Securities contained information in the General Disclosure Package and to the description of such shares of capital stock and such Offered Securities and Offered Shares contained in the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares shareholders of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; have no preemptive rights with respect to the Offered Securities and the Offered Shares, when issued and delivered against payment thereofnone of the outstanding shares of capital stock of the Company, may including the Common Shares to be freely deposited sold by the Company with the Depositary against issuance Selling Shareholders, have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities; Securities and the ADSs Offered Shares to be sold by the Company, when issued and delivered against payment thereoftherefor pursuant to this Agreement, will not be freely transferable subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Offered Shares, will be, subject to the terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Company to or for the account Memorandum and Articles of Association of the UnderwritersCompany as then in effect; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs the Offered Shares or the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; and the Offered Shares may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing the Offered Securities as contemplated by the Deposit Agreement.

Offered Securities. The When the Offered Securities are delivered and all other outstanding share capital paid for in accordance with this Agreement on the Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Company Indenture and the Offered Securities; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities, after taking into account the maximum make-whole adjustment (the “Conversion Shares”) have been duly authorizedauthorized and reserved for issuance upon such conversion, and when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Memorandum; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final ProspectusPackage; all outstanding ordinary shares of capital stock of the Company are, and, and when the Underlying Shares have been issued upon conversion of the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Datethe terms of the Indenture and the Offered Securities, such Offered Securities the Underlying Shares will be be, validly authorized and issued, fully paid and non-assessable, and conform in all respects to ; the description stockholders of such Offered Securities contained in the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating have no preemptive rights with respect to the issuance by the Company of any ordinary the Offered Securities or the Underlying Shares, and none of the outstanding shares of capital stock of the Company or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when have been issued and delivered against payment thereof, may be freely deposited by the Company with in violation of any preemptive or similar rights of any security holder. The Company has also duly authorized and reserved for issuance the Depositary against issuance maximum number of shares of Common Stock initially issuable upon conversion of the Offered Affiliate Securities; , after taking into account the ADSs maximum make-whole adjustment with respect to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United Statessecurities.