Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Date, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits other than those the absence of which lack thereof would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. , except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Each Group Company is in compliance, compliance in all material respectsrespects with applicable Law (including, with without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the terms protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company PermitsPermits that has not been cured. Without limiting the generality This section shall not apply to infringement of the foregoingany patent, all permitstrademark or copyright. (d) All approvals of, licenses, approvals, and filings and registrations and other requisite formalities with with, Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, Companies taken as a whole, whole and are required to be obtained made by the Company or made its Subsidiaries in respect of each Group the Company incorporated in the PRC with respect to and its Subsidiaries and their capital structure and operations as it is now being conductedoperations, including approvals, filings and but not limited to registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and ), the State Administration of Taxation (“SAT”)Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in all material respects in accordance with applicable PRC Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investmentall material respects. Each Group Company that is organized in the PRC Onshore Subsidiary has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (be) Except as has not had The directors, officers and would not have a Company Material Adverse Effect, no employees of the Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax LawCompanies, and (iii) any Law related to the protection knowledge of personal datathe Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans. (f) or by which Neither the Company, any of its shareSubsidiaries or any director, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no director or officer or employee of the Company or any Group Companyof its Subsidiaries, andnor, to the knowledge of the Company, no any agent of the Company or any other person of its Subsidiaries acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative of its Subsidiaries, have offered, paid, promised to pay, pay or authorized the payment of any money or anything else of value, to any Government Official whether directly or through another person, to any person under circumstances where a Group Company or in any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public official or commercial bribery, acceptance of bribery or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantagean illegal kickback, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)Applicable Anti-Bribery Law. (g) To The Company has maintained complete and accurate books and records and effective internal controls in accordance with the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations Applicable Anti-Bribery Laws. (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, such holder any director, officer, employee, representative, agent or beneficial owner has received any inquiries, notifications, orders or any other forms affiliate of official correspondence from SAFE the Company or any of its local branches Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation. (i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to any actual or alleged nonanti-compliance with money laundering Law is pending or, to the SAFE Rules and Regulationsknowledge of the Company, threatened in writing.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate of this Agreement, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group of the Company and the Company Subsidiaries is in possession of all Permits material grants, authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Authority necessary for it each of the Company or the Company Subsidiaries to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”), except where the failure to hold such Material Company Permits would not reasonably be expected to have a Company Material Adverse Effect. As of the Original Execution Date, no No suspension or cancellation of any of the Material Company Permits is pending orpending, except where such suspension or cancellation would not reasonably be expected to the knowledge have a Company Material Adverse Effect. Each of the CompanyCompany and the Company Subsidiaries are not in violation or breach of, threatened. All such or in default under, any Material Company Permits are valid Permit, except where such violation, breach or default would not reasonably be expected to have a Company Material Adverse Effect. The Company and in full force the Company Subsidiaries have obtained or completed all approvals of, and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with with, Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its their capital structure and operations as it is now being conductedoperations, including approvals, filings and but not limited to registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform CommissionCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, except where the lack of such approvals, filings, registrations or other requisite formalities with Governmental Authorities in PRC would not reasonably be expected to have been duly completed in all material respects in accordance with applicable Laws a Company Material Adverse Effect. Each of the PRC. For any business carried out by any Group Company in and the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC Subsidiaries has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and , except where failure to do so would not reasonably be expected to have a Company Material Adverse Effect, no Group . (b) Neither the Company is, nor any Company Subsidiary is or has been since December 31, 2014, in default, breach default or violation of any Law applicable to it (the Company or any Company Subsidiary, including without limitation, (i) any Law Laws applicable to its business, business and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) , except for any such default or by violation which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its share, security, equity interest, property or asset is bound or affected. No Group Company Subsidiary has received any written notice or communication of any material non-compliance with any applicable Law Laws that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Mergercured. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Purchaser Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Purchaser Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Purchaser Permits is pending or, to the knowledge of the CompanyPurchaser, threatened. All such Material Company Purchaser Permits are valid and in full force and effect. Each Purchaser Group Company is in compliance, in all material respects, with the terms of the Material Company Purchaser Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) PRC that are material to the Purchaser Group Companies, taken as a whole, and are required to be obtained or made in respect of each Purchaser Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvalsincluding, filings but not limited to, if so material, the approvals of and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) SAFE and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalLaws. (b) Except as has not had and would not not, individually or in the aggregate, reasonably be expected to have a Company Purchaser Material Adverse Effect, no Purchaser Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law Laws applicable to its business, and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Purchaser Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Purchaser Group Company, no director or officer or employee of any Group Company, andCompany or, to the knowledge of the CompanyPurchaser, no agent any agent, director, officer, employee or any other person acting on behalf of any Purchaser Group Company, has, in the course of its actions for, or on behalf of, a Purchaser Group Company (collectivelyi) made or given any bribe, the “Company Representatives”) has violated rebate, payoff, influence payment, kickback or any other type of payment, that would violate any Anticorruption Laws, nor has any Group Company Law or any Company Representative offered, paid, promised (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a such Government Official to do or omit to do any act in violation of his or her lawful duties; , (C) securing any improper advantage; advantage or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company The Purchaser has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority complied in all material respects with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options reporting and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment the registration of the Purchaser Equity Incentive Plan with the Governmental Authorities in the CompanyPRC. Neither the Company nor, to the knowledge As of the Companydate hereof, such holder or beneficial owner the Purchaser has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and RegulationsRegulations by such holders or beneficial owners.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Date, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC Except with respect to its capital structure Environmental Laws, Taxes and operations as it is now being conductedregulatory compliance, including approvalswhich are the subjects of Section 3.07, filings Section 3.09, Section 3.11 and registrations with the State Administration for Industry and CommerceSection 3.12, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed Business is in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied compliance in all material respects with all Laws and Governmental Orders applicable Laws of the PRC regarding the contribution and payment of to it, its registered capitalproperties or other assets or its business or operations. (b) Except The Business has in effect and in possession all grants, approvals, clearances, authorizations, certificates, filings, franchises, licenses, notices, permits, registrations, product listings, easements, variances, exceptions, exemptions, consents, orders and other authorizations of or with all Governmental Authorities necessary for the Business to own, lease or operate its properties and to carry on its activities and operations as currently conducted with respect to Products in accordance with all Laws (collectively, “Permits”), including all Permits under the FDCA, and, all such Permits are in full force and effect, except where the failure to have such Permits or their failure to be in full force and effect individually or in the aggregate would not be materially adverse to the Business or the Purchased Assets, taken as a whole. Since January 1, 2017, with respect to the Business, there has not occurred any default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, or violation of, any Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Company Seller Material Adverse Effect. As of the date of this Agreement, with respect to the Business or Purchased Assets, there is no Group Company issuspension, cancellation, withdrawal or revocation thereof that is pending or threatened in writing, or has been since December 31any failure to comply with all Permits that would impair in any material respect the ability of Parent or its Affiliates to perform its obligations in accordance with this Agreement or to consummate the transactions, 2014or prevent or materially delay the consummation of any of the transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement, in defaultand of itself, breach or violation does not require the approval of any Law applicable to it (including (i) Governmental Authority that has issued or authorized any Law applicable to its business, (ii) any Tax Law, Permit and (iii) any Law related to would not cause the protection of personal data) revocation or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication cancellation of any non-compliance with any applicable Law that has not been cured Permit, except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, in each case as individually or in the aggregate, aggregate would not reasonably be expected to have a Seller Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group of the Company and the Company Subsidiaries is in possession of all Permits material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of No action by a Governmental Authority seeking the Original Execution Date, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Each of the Company and the Company Subsidiaries is not in material violation or breach of, or in material default under, any Material Company Permits are valid Permit. All approvals of, and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with with, Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group the Company incorporated in and the PRC with respect to its Company Subsidiaries and their capital structure and operations as it is now being conductedoperations, including approvals, filings and but not limited to registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform CommissionCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable PRC Laws in all material respects. Each of the PRC. For any business carried out by any Group Company in and the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC Subsidiaries has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Neither the Company Material Adverse Effect, no Group nor any Company is, Subsidiary is or has been since December 31in conflict with, 2014, or in default, breach or violation of of, in any material respect, any Law applicable to it (the Company or any Company Subsidiary, including (i) any Law Laws applicable to its business, business and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which . Neither the Company nor any of its share, security, equity interest, property or asset is bound or affected. No Group Company Subsidiary has received any written notice or communication of any material non-compliance with any applicable Law Laws that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Mergercured. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure to be valid or in full force and effect would not materially and adversely affect any Group Company’s business as it is being conducted as of the date hereof. Each Group Company is in compliance, in all material respects, compliance with the terms of the Material Company Permits, except where noncompliance would not materially and adversely affect such Group Company’s business as it is being conducted as of the date hereof. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investmentLaws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law Laws applicable to its business, business and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured except for (xi) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (yii) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no Company nor any director or officer or employee employees of any Group Company, andnor, to the knowledge of the Company, no any agent or any other person acting on behalf of any Group Company has (collectivelyi) made or given any bribe, the “Company Representatives”) has violated any Anticorruption Lawsrebate, nor has any Group Company payoff, influence payment, kickback or any Company Representative offered, paid, promised other type of payment that would be unlawful under any Anti-corruption Law or (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a such Government Official to do or omit to do any act in violation of relation to his or her lawful duties; duty, (C) securing any improper advantage; advantage or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative , in each case, in order to assist the Company or any Company Representative of its Subsidiaries in obtaining or retaining business for or with, or in directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Lawsperson. (d) No Group Company has conducted or initiated any formal internal investigation or made a voluntary, directed, involuntary voluntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or, to the knowledge of the Company, any Company Representative has received any written notice or citation for any actual or potential noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption LawsLaw. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Shares and/or Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars Circular 75, SAFE Circular 7 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group of the Company and each of its Subsidiaries is in possession of all Permits necessary for it each of the Company and its Subsidiaries to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted as of the date of this Agreement, except for any those Permits the absence of which would notnot reasonably be expected to be, individually or in the aggregate, result in or reasonably be expected material to result in a Company Material Adverse Effect (the “Material Company Permits”). As business of the Original Execution DateCompany and its Subsidiaries, no suspension taken as a whole. Except as set forth on Section 4.12(a) of the Company Disclosure Schedule, since January 26, 2007, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority was considering the amendment, termination, revocation or cancellation of any material Permit. (b) The Company and each of its Subsidiaries is and since January 26, 2007 has been in compliance in all material respects with, and has not been, to the knowledge of the Material Company Permits is pending Company, threatened to be charged with or given written or, to the knowledge of the Company, threatenedoral notice of any violation of, any Applicable Law, any Permit, or any term or condition under any Government Contract or that informs the Company or any Subsidiary that it is under investigation by a Government Authority. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with To the terms knowledge of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse EffectCompany, no Affiliated Physician Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or oral communication of from a Government Authority that alleges that any non-Affiliated Physician Group is not in material compliance with any applicable Law Applicable Law, any Permit or any term or condition under any Government Contract or that has not been cured informs such Affiliated Physician Group that it is under investigation by a Government Authority. (c) The Company and each of its Subsidiaries are, and at all times since January 26, 2007 have been, in compliance with the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations thereunder, or any comparable foreign law or statute, except for (x) such investigationsviolations or noncompliance that have not had, charges, assertions, reviews or notifications of violations the outcome of which and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the CompanySellers, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvalsincluding, filings but not limited to, if so material, the approvals of and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalLaws. (b) Except as has not had and would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law Laws applicable to its business, and (ii) any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, andCompany or, to the knowledge of the CompanySellers, no agent any agent, director, officer, employee or any other person acting on behalf of any Group Company, has, in the course of its actions for, or on behalf of, a Group Company (collectivelyi) made or given any bribe, the “Company Representatives”) has violated rebate, payoff, influence payment, kickback or any other type of payment, that would violate any Anticorruption Laws, nor has any Group Company Law or any Company Representative offered, paid, promised (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a such Government Official to do or omit to do any act in violation of his or her lawful duties; , (C) securing any improper advantage; advantage or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group The Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority complied in all material respects with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options reporting and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars Circular 37, SAFE Circular 75, SAFE Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”). As of the date hereof, has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and RegulationsRegulations by such holders or beneficial owners.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business Except as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result constitute a Company Material Adverse Effect, the Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Authority necessary for them to carry on their businesses in the same manner as their businesses have been conducted immediately prior to the date hereof or necessary for them to own, lease or operate their properties or assets (collectively, the “Permits”). All Permits are valid and in full force and effect and no cancellation or suspension of any Permits is pending, or to the knowledge of the Company, threatened. (b) Except as would not, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) the Company and its Subsidiaries is, and has been since the Applicable Date, in compliance with all Laws applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries respective properties or assets are bound, and (ii) the Company and its Subsidiaries are in compliance with all Permits. (c) The Company and each Subsidiary since the Applicable Date has materially complied with: (i) the Federal Food, Drug, and Cosmetic Act (the “FDC Act”), or similar legal provisions in any domestic or foreign jurisdiction, (ii) the Food and Drug Administration's (the “FDA's”) regulations promulgated thereunder, or similar legal provisions in any domestic or foreign jurisdiction, (iii) all applicable Laws enforced by the United States Department of Agriculture, (iv) the Federal Trade Commission Act and all applicable state and foreign Laws with respect to the truthfulness and substantiation of all product labeling and advertising claims for products manufactured, distributed or sold prior to the Closing Date, and (v) all Laws governing the manufacturing, testing, processing, packaging, labeling, marketing, selling, holding and/or distribution of the Company's products. (d) To the knowledge of the Company, since the Applicable Date, neither the Company nor any Subsidiary has engaged in any conduct or taken or omitted to take any action, and there has been no event, circumstance, fact or condition, that would reasonably be expected to result in any liability, action, suit, claim or proceeding involving the Company or any of its Subsidiaries as a result of, relating to or in connection with any product related representations or claims in or on any product labeling or advertising prior to the Closing Date, including print, television and other advertising and product labeling of products manufactured, distributed or sold prior to the Closing Date. (e) Since the Applicable Date: (i) neither the Company Material Adverse Effect (nor any Company Subsidiary has received any written, or to the “Material Company Permits”). As knowledge of the Original Execution DateCompany oral, notice of any actions, suits, proceedings, orders, or investigations from the FDA or any other Governmental Authority (ii) no suspension claims have been filed against the Company or cancellation any Subsidiary alleging a violation of the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act or any similar state or foreign laws. (f) All manufacturing operations conducted by the Company and any Subsidiary since the Applicable Date have been conducted in material compliance with applicable FDA good manufacturing practices. (g) Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any of the Material Company's or any Subsidiary's directors, officers or employees, has ever been: (i) convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar law or authorized by 21 U.S.C. § 335a(b) or (ii) convicted of any other crime as a result of any violation of the FDC Act. (h) Since the Applicable Date: (i) neither the Company Permits is nor any Subsidiary has initiated, conducted or issued any recall, market withdrawal or replacement with respect to any product manufactured, distributed or sold by the Company or its Subsidiaries and (ii) no product manufactured, distributed or sold by the Company or its Subsidiaries has been discontinued (whether voluntarily or otherwise) due to concerns over potential harm to human health or safety. No proceedings (whether completed or pending) initiated by the FDA or any other Governmental Authority seeking the recall, withdrawal, suspension or seizure of any product manufactured, distributed or sold by the Company or its Subsidiaries are pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with threatened against the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Merger. (c) No Group Company, no director or officer or employee of any Group Company, and, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offeredSubsidiary, paidnor have any such proceedings been pending at any time since the Applicable Date, promised to pay, including any “warning letters” or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered “untitled letters” issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)FDA. (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material franchises, grants, authorizations, licenses, permits (including but not limited to operating limits, special industry permits and public hygiene permits), easements, variances, exceptions, consents, certificates (including but not limited to certificates or other proof evidencing their passing of the fire protection or safety inspection), approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted conducted, except for any Permits such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect (the “Material Company Permits”). All such Material Company Permits are valid and in full force and effect, and each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, except as would not have a Company Material Adverse Effect, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvalsincluding, filings but not limited to, if so material, the approvals of and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform CommissionCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capitalLaws. (b) Except as has not had and would not not, individually or in the aggregate, have a Company Material Adverse Effect, no Group Company isis in conflict with, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) without limitation, any Law Laws applicable to its business, (ii) and any Tax Law, and (iii) any Law Laws related to the protection of personal data) or by which any of its share, security, equity interest, property properties or asset is bound or affectedassets are bound. No Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws or listing rules or regulations that has not been cured or of which the statute of limitation has not lapsed except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group CompanyExcept as would not, no director individually or officer or employee of any Group Companyin the aggregate, andhave a Company Material Adverse Effect, to the knowledge of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No each Group Company has conducted or initiated any internal investigation or made a voluntarycomplied in all material respects with the reporting and/or registration requirements applicable to it under SAFE Circular 7, directedSAFE Circular 37, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any noticeSAFE Circular 75, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars Circular 78 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge As of the Companydate hereof, such holder or beneficial owner no Group Company has received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance by the Company or any of its Subsidiaries with the their respective reporting, registration and/or other procedural requirement under SAFE Rules and RegulationsRegulations with respect to the Share Incentive Plan and the Company Share Awards. (d) No Group Company or, to the knowledge of the Company, any Company Representative acting on behalf of any Group Company, has, in the course of its actions for, or on behalf of, a Group Company, (i) made or given any bribe, rebate, payoff, influence payment, kickback or any other type of payment of any money or anything else of value, whether directly or through another person, that would violate any Anticorruption Law or (ii) made an offer to pay, a promise to pay or a payment or transfer of money or anything else of value, or an authorization of such offer, promise, payment or transfer, directly or indirectly, to any Government Official for the purpose of (A) influencing any act or decision of such Government Official in his official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his lawful duties, (C) securing any improper advantage or (D) inducing such Government Official to influence any act or decision of any Governmental Authority. (e) To the knowledge of the Company, no officer or director of any Group Company is a Government Official. (f) No Group Company has conducted or initiated an internal investigation, made a voluntary or other disclosure to a Governmental Authority, or, to the knowledge of the Company, received any written notice, citation, report or allegation related to alleged violations of any applicable Anticorruption Law. (g) Neither any of the Group Companies nor, to the knowledge of the Company, any director, officer, employee, or affiliate of any Group Company is (i) currently subject to any U.S. sanctions administrated by the Office of Foreign Assets Control of the U.S. Treasury or (ii) has violated, or operated not in compliance with, any applicable export restrictions, anti-boycott regulations or embargo regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits necessary for it to own, lease, operate and use its properties and assets or to carry on its business Except as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in constitute a Company Material Adverse Effect Effect, the Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Authority necessary for them to carry on their businesses in the same manner as their businesses have been conducted immediately prior to the date hereof or necessary for them to own, lease or operate their properties or assets (collectively, the “Material Company Permits”). As of the Original Execution Date, All Permits are valid and in full force and effect and no cancellation or suspension or cancellation of any of the Material Company Permits is pending orpending, or to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect. Each Group Company is in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have constitute a Company Material Company Adverse Effect and/or Effect, (yi) such investigations or reviews in the trading in the securities of the Company related and its Subsidiaries is, and has been since the Applicable Date, in compliance with all Laws applicable to the MergerCompany or any of its Subsidiaries or by which the Company or any of its Subsidiaries respective properties or assets are bound, and (ii) the Company and its Subsidiaries are in compliance with all Permits. (c) No Group CompanyThe Company and each Subsidiary since the Applicable Date has complied in all material respects with: (i) the Federal Food, no director Drug, and Cosmetic Act (the “FDC Act”), or officer similar legal provisions in any domestic or employee foreign jurisdiction, (ii) the Food and Drug Administration’s (the “FDA’s”) regulations promulgated thereunder, or similar legal provisions in any domestic or foreign jurisdiction, (iii) all applicable Laws enforced by the United States Department of any Group CompanyAgriculture, and, (iv) the Federal Trade Commission Act and all applicable state and foreign Laws with respect to the knowledge truthfulness and substantiation of all product labeling and advertising claims for products manufactured, distributed or sold prior to the Closing Date, and (v) all Laws governing the manufacturing, testing, processing, packaging, labeling, marketing, selling, holding and/or distribution of the Company, no agent or any other person acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws’s products. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury). (g) To the knowledge of the Company, each holder since the Applicable Date, neither the Company nor any Subsidiary has engaged in any conduct or beneficial owner of Sharestaken or omitted to take any action, and there has been no event, circumstance, fact or condition, that would reasonably be expected to result in any liability, action, suit, claim or proceeding involving the Company Options and/or Company RSs who is a PRC resident and subject to or any of its Subsidiaries as a result of, relating to or in connection with any product related representations or claims in or on any product labeling or advertising prior to the registration Closing Date, including print, television and other advertising and product labeling of products manufactured, distributed or reporting requirements sold prior to the Closing Date. (e) Since the Applicable Date: (i) neither the Company nor any Company Subsidiary has received any written, or to the knowledge of the SAFE Circulars Company oral, notice of any actions, suits, proceedings, orders, or investigations from the FDA or any other applicable SAFE rules Governmental Authority (ii) no claims have been filed against the Company or any Subsidiary alleging a violation of the Federal Food, Drug, and regulations (collectivelyCosmetic Act, the “SAFE Rules Federal Trade Commission Act or any similar state or foreign laws. (f) All manufacturing operations conducted by the Company and Regulations”), has complied any Subsidiary since the Applicable Date have been conducted in material compliance with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. applicable FDA good manufacturing practices. (g) Neither the Company nor any Subsidiary, nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders of the Company’s or any other forms Subsidiary’s directors, officers or employees, has ever been: (i) convicted of official correspondence from SAFE any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar law or authorized by 21 U.S.C. § 335a(b) or (ii) convicted of its local branches with respect to any actual or alleged non-compliance with other crime as a result of any violation of the SAFE Rules and RegulationsFDC Act.

Permits; Compliance with Laws. (a) Each Group Except as set forth on the Permits Schedule, (i) each of the Company and its Subsidiaries holds and is in possession of compliance, in all material respects, with all material Permits which are required or necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”). As operation of the Original Execution Date, no suspension or cancellation business of the Company and its Subsidiaries as presently conducted and (ii) neither the Company nor its Subsidiaries have received written notice of any of the Material Company Permits is proceedings pending or, to the knowledge of the Company, threatened. All such Material , relating to the suspension, revocation or modification of any material Permit which is required for the operation of the business of the Company Permits are valid and in full force its Subsidiaries as presently conducted. (b) Except as set forth on the Compliance with Laws Schedule, (i) the Company and effect. Each Group Company is its Subsidiaries are, and have been since March 28, 2014, in compliance, in all material respects, with the terms of the Material Company Permits. Without limiting the generality of the foregoingall Laws applicable to their respective businesses, all permits, licenses, approvals, filings operations and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a wholeassets, and are required to be obtained or made in respect of each Group (ii) neither the Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For nor any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse EffectSubsidiaries has, no Group Company is, or has been since December 31March 28, 2014, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any written notice or communication of any non-compliance action or proceeding against it alleging any material failure to comply with any applicable Law that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerLaw. (c) No Group CompanyThe Company and each of its Subsidiaries are, no director and since March 28, 2014 have been, in material compliance with all Laws governing imports into or officer exports from the United States or employee any foreign country or the terms and conduct of international transactions and the making or receiving of international payments, or relating to economic sanctions or embargoes or terrorism financing, money laundering or compliance with unsanctioned foreign boycotts, including Laws implemented by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC Laws”). The Members will not directly or indirectly use the proceeds of the transactions contemplated by this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Group CompanyPerson currently the target of any of the OFAC Laws. None of the Company or any of its Subsidiaries to which the OFAC Laws apply is, or since March 28, 2014 has been, engaged in any transaction or other business with (i) any country, entity formed or resident therein, or resident thereof, that, at the time of the relevant transaction, the Company or any Subsidiary was prohibited from doing business with under the OFAC Laws or (ii) any Person that is included, at the time of the relevant transaction, in the list of Specially Designated Nationals and Blocked Persons published by the United States Department of the Treasury. The Company and its Subsidiaries have instituted and maintained, and continue to maintain, policies and procedures reasonably designed to ensure compliance with OFAC Laws. (d) Since March 28, 2014, neither the Company nor any of its Subsidiaries has received written notice that it is the subject of any bribery, improper contribution, anti-corruption or anti-kickback investigation by any Governmental Body, and, to the knowledge of the Company, no agent such investigation is pending or threatened. None of the Company nor any of its Subsidiaries, nor any of their respective directors, officers or, to the knowledge of the Company, other person employees, agents, representatives, distributors, sales intermediaries or other third parties acting on behalf of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offeredof its Subsidiaries has, paidsince March 28, promised to pay2014, violated any applicable anticorruption Law or authorized the payment anti-bribery Laws of any money or anything of value, to any Government Official or to any person under circumstances where a Group jurisdiction in which the Company or any Company Representative knew of its Subsidiaries conducts material business, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) or ought reasonably to have known the United Kingdom Bribery Act of 2010 (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, giventhe “UKBA”), or promisedmade, directly or indirectly, any illegal bribe or kickback, illegal political contribution or any illegal payment or offer of payment or thing of value from corporate funds to a person: any person acting or purporting to act in an official capacity for any Governmental Body or political party (ior any candidate thereof) for the purpose of: of (Ai) improperly influencing or affecting any act or decision of a Government Official in his or her official capacity; action or the action of the Governmental Body or political party he or she represents, (Bii) inducing a Government Official to do obtaining an improper advantage or omit to do any act unfair concession in violation of his securing business or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; licenses or (Eiii) assisting a Group Company or Company Representative Company or any Company Representative in improperly obtaining or retaining business for or withbusiness. Since March 28, or directing business to2014, except as would not be material to the Company and its Subsidiaries, taken as a Group whole, (i) the Company or any Company Representative; or (ii) in a manner that would constitute or and its Subsidiaries have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has not conducted or initiated any internal investigation or made a voluntary, directed, directed or involuntary or other disclosure to any Governmental Authority Body or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance by with any Group anti-bribery Law, including the FCPA and the UKBA, in any way relating to the Company or any Company Representative with any Anticorruption Laws. No Group Subsidiary and (ii) no employee of the Company or Company Representative any of its Subsidiaries has received been disciplined or had his or her employment terminated as a result of any notice, request or citation for violation of any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control provision of the U.S. Department of the TreasuryFCPA, UKBA or other similar anti-bribery Law. The Group Companies andCompany and its Subsidiaries have instituted, and maintain and enforce, policies and procedures reasonably designed to the knowledge of the Company, the Company Representatives, are promote and have been in ensure compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)anti-bribery Laws. (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted (the “Material Company Permits”), except for any where the failure to be in possession of such Material Company Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”)Effect. As of the Original Execution Date, no No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure of such Material Company Permit to be valid or in full force and effect would not materially and adversely affect such Group Company’s business as it is being conducted as of the date hereof. Each Group Company is in compliance, in all material respects, compliance with the terms of the Material Company Permits, except where the failure to be in compliance would not materially and adversely affect such Group Company’s business as it is being conducted as of the date hereof. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conducted, including approvals, filings but not limited to the approval and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated in any material respect any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC has complied in all material respects with all applicable Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Company Material Adverse Effect, no No Group Company isis or, or has been since December August 31, 20142014 has been, in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, Law and (iii) any Law related to the collection, use and protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected, in each case, except for any such default, breach or violation that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect. No Group Company has received any written notice or communication of any non-compliance with any applicable Law that has not been cured cured, except for (x) any such investigations, charges, assertions, reviews or notifications of violations the outcome of which non-compliance that would not, individually or in the aggregate, have result in or reasonably be expected to result in a Company Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the MergerEffect. (c) No Group Company, no director or officer or employee of any Group Company, andCompany nor, to the knowledge of the Company, no agent or any other person directors, officers, employees, accountants, consultants and financial and legal advisors of the Company acting on behalf of any a Group Company (collectively, the “Company RepresentativesRepresentative”) has violated any Anticorruption Laws, nor has any Group Company or or, to the knowledge of the Company, any Company Representative acting on behalf of a Group Company offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any such Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative acting on behalf of a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company RepresentativeRepresentative acting on behalf of a Group Company; or (ii) in a manner that would reasonably be expected to constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption LawsLaw. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or or, to the knowledge of the Company, any Company Representative Representative, with any Anticorruption LawsLaw. No Group Company or or, to the knowledge of the Company, any Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption LawsLaw. (e) No Company Representative is a Government Official. (f) No Group Company nor any Subsidiary of a Group Company nor, to the knowledge of the Company, any Company Representative, is or Company Representative is currently subject to has been (i) identified on any U.S. economic sanctions administered sanctions-related list of restricted or blocked persons, including the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Treasury (“OFAC”), the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury of the United Kingdom, and the Consolidated List of Persons, Groups, and Entities Subject to EU Sanctions; (ii) organized, resident, or located in any country that is itself the subject of U.S. or applicable non-U.S. economic sanctions; or (iii) owned or controlled by any persons described in clause (i) or (ii). (f) The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control OFAC, Her Majesty’s Treasury of the U.S. Department of United Kingdom, the TreasuryEuropean Union, or any EU member state). (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group Company is in possession of all Permits material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which as would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect (the “Material Company Permits”). As of the Original Execution Datedate hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except where the failure to be valid or in full force and effect would not have a Company Material Adverse Effect. Each Group Company is in compliance, in all material respects, compliance with the terms of the Material Company Permits, except where non-compliance would not have a Company Material Adverse Effect. Without limiting the generality of the foregoing, all permits, licenses, approvals, filings and registrations and other requisite formalities with Governmental Authorities in the People’s Republic of China (the “PRC”) PRC that are material to the operations of the Group CompaniesCompanies as they are being conducted as of the date hereof, taken as a whole, and are required to be obtained or made in respect of each Group Company incorporated in the PRC with respect to its capital structure and operations as it is now being conductedPRC, including approvals, filings and registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform Commission, the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”)Taxation, and their respective local counterparts, have been duly completed in all material respects in accordance compliance with applicable Laws of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investmentLaws. Each Group Company that is organized in the PRC has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except . Since January 1, 2014, except as has not had and would not have a Company Material Adverse Effect, no Group Company is, or has been since December 31, 2014, is in default, breach or violation of any Law applicable to it (including (i) any Law applicable to its business, (ii) any Tax Law, and (iii) any Law related to the protection of personal data) or by which any of its shareproperties or assets are bound. To the knowledge of the Company, securitysince January 1, equity interest2014, property or asset is bound or affected. No no Group Company has received any written notice or communication from any Governmental Authority or stock exchange of any non-compliance with any applicable Law Laws that has not been cured except for (xi) such investigations, charges, assertions, reviews or notifications of violations non-compliance the outcome of which would not, individually or in the aggregate, not have a Company Material Company Adverse Effect and/or (yii) such any notice or communication relating to investigations or reviews in the trading in the securities of the Company related with respect to the MergerAmalgamation. (cb) No Except as would not have a Company Material Adverse Effect, no Group Company, no director or officer or employee of any Group Company, andnor, to the knowledge of the Company, no agent the respective directors, officers, employees, or any other person agents of each Group Company, in each case acting on behalf of any a Group Company, in the course of his or her actions for, or on behalf of, a Group Company (collectivelyhas made or given any bribe, the “Company Representatives”) has violated rebate, payoff, influence payment, kickback or any other type of payment that would be unlawful under any Anticorruption Laws, nor has any Group Company Law or any Company Representative offered, paid, promised (ii) made an offer to pay, a promise to pay or authorized the a payment or transfer of any money or anything else of value, to any Government Official value or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion an authorization of such money offer, promise, payment or thing of value would be offered, given, or promisedtransfer, directly or indirectly, to a person: (i) any Government Official for the purpose of: of (A) unlawfully influencing or affecting any act or decision of a such Government Official in his or her official capacity; , (B) inducing a Government Official to do unlawfully securing any improper advantage or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) unlawfully inducing such Government Official to improperly influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative , in each case, in order to assist the Company or any Company Representative of its Subsidiaries in obtaining or retaining business for or with, or in directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) person. No Group Company has conducted or initiated any formal internal investigation or made a voluntary, directed, involuntary voluntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any noticeAuthority, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies andor, to the knowledge of the Company, the Company Representativesreceived any written notice, are and have been in compliance with all citation, report or alleged violations of any applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)Anticorruption Law. (gc) To The Company has complied in all material respects with the knowledge of reporting and/or registration requirements under the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations ) with respect to the registration of its investment Share Incentive Plans with the Governmental Authorities in the CompanyPRC. Neither As of the date hereof, the Company nor, to the knowledge of the Company, such holder or beneficial owner has not received any written inquiries, notifications, orders or any other forms of official written correspondence from SAFE or any of its local branches with respect to any actual or alleged material non-compliance with the SAFE Rules and Regulations.

Permits; Compliance with Laws. (a) Each Group of the Company and the Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for it each of the Company or the Subsidiaries to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted except for any Permits the absence of which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect (the “Material Company Permits”), except as would not reasonably be expected to have a Company Material Adverse Effect. As of the Original Execution Date, no No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Except as disclosed in Section 3.06(a) of the Company Permits are valid and in full force and effect. Each Group Company is in complianceDisclosure Schedule, in all material respectsapprovals of, with the terms of the Material Company Permits. Without limiting the generality of the foregoing, all permits, licenses, approvals, and filings and registrations and other requisite formalities with with, Governmental Authorities in the People’s Republic of China (the “PRC”) that are material to the Group Companies, taken as a whole, and are required to be obtained or made in respect of each Group the Company incorporated in and the PRC with respect to its Subsidiaries and their capital structure and operations as it is now being conductedoperations, including approvals, filings and but not limited to registrations with the State Administration for Industry and Commerce, the Ministry of Commerce, the National Development and Reform CommissionCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in all material respects in accordance with applicable Laws PRC Laws. Each of the PRC. For any business carried out by any Group Company in the PRC, such Group Company has not violated any Laws of the PRC that imposes any prohibition or restriction on foreign investment. Each Group Company that is organized in the PRC and its Subsidiaries has complied in all material respects with all applicable PRC Laws of the PRC regarding the contribution and payment of its registered capital. (b) Except as has not had and would not have a Neither the Company Material Adverse Effect, no Group Company isnor any Subsidiary is in conflict with, or has been since December 31, 2014, in default, breach or violation of of, in any Law applicable to it (including material respect, (i) any Law applicable to the Company or any Subsidiary (including without limitation, (A) any Laws applicable to its business, (iiB) any Tax LawLaws, and (iiiC) any Law Laws related to the protection of personal datadata and (D) any anti-corruption Laws, such as the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the PRC Law on Anti-Unfair Competition adopted on September 2, 1993, and the Interim Rules on Prevention of Commercial Bribery issued by the SAIC November 15, 1996, if applicable) or by which any of its share, security, equity interest, property or asset of the Company or any Subsidiary is bound or affected, or (ii) Material Company Permit, except as would not reasonably be expected to have a Company Material Adverse Effect. No Group Neither the Company nor any Subsidiary has any knowledge, or has received any written notice or communication written communication, of any material non-compliance with any applicable Law Laws that has not been cured except for (x) such investigations, charges, assertions, reviews or notifications of violations the outcome of which would not, individually or in the aggregate, have a Material Company Adverse Effect and/or (y) such investigations or reviews in the trading in the securities of the Company related to the Mergercured. (c) No Group CompanyThe Company is aware of, no director and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the SAT, the China Securities Regulatory Commission (the “CSRC”), the SAIC and SAFE on August 8, 2006 (as amended in June 2009, the “M&A Rules”). The Merger and the consummation of the other Transactions contemplated by this Agreement are not and will not be at the Closing Date affected by the M&A Rules or officer any official clarifications, guidance, interpretations or employee implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). As of the date hereof, the M&A Rules and Related Clarifications did not and do not require the Company to obtain the approval of the CSRC prior to the Effective Time or the consummation of the Transactions contemplated by this Agreement. (d) Neither the Company nor any Group Company, andof its Subsidiaries nor, to the knowledge of the Company, no any director, officer, employee, representative, agent or any other person acting on behalf affiliate of any Group Company (collectively, the “Company Representatives”) has violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money or anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a person: (i) for the purpose of: (A) influencing or affecting any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; (C) securing any improper advantage; (D) inducing such Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or Company Representative Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or (ii) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, other unlawful or improper means of obtaining any improper advantage, or would otherwise violate any Anticorruption Laws. (d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance by any Group Company or any Company Representative with any Anticorruption Laws. No Group Company or Company Representative has received any notice, request or citation for any actual or potential noncompliance with any Anticorruption Laws. (e) No Company Representative is a Government Official. (f) No Group Company or Company Representative its Subsidiaries is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Group Companies and, to the knowledge of the Company, the Company Representatives, are and have been in compliance with all applicable Laws relating to economic or financial sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury)Treasury Department. (g) To the knowledge of the Company, each holder or beneficial owner of Shares, Company Options and/or Company RSs who is a PRC resident and subject to any of the registration or reporting requirements of the SAFE Circulars or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”), has complied with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company. Neither the Company nor, to the knowledge of the Company, such holder or beneficial owner has received any inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations.