Common use of Valid Choice of Law Clause in Contracts

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC and will be honored by courts in the PRC, subject to the conditions and restrictions under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Courts (as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit Agreement.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures (which do not involve a re-examination of the merits of the claim), will be honored by the courts in the PRC, subject to the restrictions, principles and conditions and restrictions described under the caption section titled “Enforceability of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and Prospectus and subject to applicable provisions of Package, the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman IslandsProspectus. The Company has the power to submit, and pursuant to Section 17(c) 16 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of the each New York Courts state and United States federal court sitting in the City of New York (as defined beloweach, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) 16 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement Agreement or the offering of the Shares Securities in the Borough of Manhattan in The City of any New YorkYork Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit AgreementSection 16 hereof.

Valid Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and Deposit Agreement the Transaction Documents is a valid choice of law under the laws of the PRC Argentina and will be honored by the courts in the PRCof Argentina, subject to the conditions and restrictions described under the caption “Enforceability Enforcement of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus and subject to provided that it does not contravene Argentine principles of public policy in Argentina or any political subdivision of Argentina, provided further that the application of the law of the State of New York will be preempted by applicable Argentine law in matters of bankruptcy, fraudulent conveyance, in-solvency, reorganization, moratorium and laws of general principles of equity, and that the applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as shall be demonstrated in Argentina in accordance with Section 2595 of the governing law Argentine Civil and Commercial Code. The Company is not aware of this Agreement any reason why the Transaction Documents and Deposit Agreement is the enforcement in Argentina of a valid choice of law and judgement relating the Transaction Documents would be recognized and given effect contrary to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue public policy or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islandsgood morals. The Company has the power to submit, and pursuant to Section 17(c18 (e) of this Agreement and Section 18 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of the each New York Courts (as defined below) state and United States federal court sitting in the Borough of Manhattan in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service . Service of process in any respect of a claim or action arising out of or relating in a U.S. court pursuant to this Agreementthe Transaction Documents, effected in the Deposit Agreementmanner set forth in such agreements, assuming validity under the Registration Statement or the offering laws of the Shares in the Borough of Manhattan in The City State of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective effective, insofar as Argentine law is concerned, to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit AgreementCompany.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement each of the Transaction Documents is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC, subject to the conditions and restrictions under the caption “Enforceability except, in respect of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c) 16 of this Agreement and Section 18 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of the each New York Courts State and United States Federal court sitting in The City of New York (as defined beloweach, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorizeempower, and pursuant to Section 17(c) 16 of this Agreement and Section 18 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorizedempowered, an authorized agent for service of process in any action arising out of or relating to this Agreementeach of the Transaction Documents, the Deposit AgreementPricing Disclosure Package, the Prospectus, the Registration Statement Statement, or the offering of the Shares or the ADSs in the Borough of Manhattan in The City of any New YorkYork Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 16 hereof or in and Section 21 of the Deposit Agreement.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC and will be honored by courts in the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC, subject to the conditions and restrictions described under the caption “Enforceability Enforcement of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c16(d) of this Agreement and Section 18 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Courts (as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c16(d) of this Agreement and Section 18 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit Agreement.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC and will be honored by courts in the Xxxxxx Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC, subject to the conditions and restrictions described under the caption “Enforceability Enforcement of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c16(d) of this Agreement and Section 18 [ ● ] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Courts (as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c16(d) of this Agreement and Section 18 [ ● ] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit Agreement.

Valid Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC Argentina and will be honored by the courts in of Argentina and, to the PRCextent applicable to such Selling Stockholder, Uruguay or England, subject to the conditions and restrictions described under the caption “Enforceability Enforcement of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and the Prospectus and subject to provided that it does not contravene Argentine principles of public policy in Argentina or any political subdivision of Argentina, provided further that the application of the law of the State of New York will be preempted by applicable Argentine law in matters of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and laws of general principles of equity, and that the applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as shall be demonstrated in Argentina in accordance with Section 2595 of the governing law Argentine Civil and Commercial Code. Such Selling Stockholder is not aware of any reason why this Agreement and Deposit the enforcement in Argentina of a judgement relating this Agreement is a valid choice of law and would be recognized and given effect contrary to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue public policy or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islandsgood morals. The Company Such Selling Stockholder has the power to submit, and pursuant to Section 17(c18(e) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of the each New York Courts (as defined below) state and United States federal court sitting in the Borough of Manhattan in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service . Service of process in any respect of a claim or action arising out of or relating in a U.S. court pursuant to this Agreement, effected in the Deposit manner set forth in this Agreement, assuming validity under the Registration Statement or the offering laws of the Shares in the Borough of Manhattan in The City State of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective effective, insofar as Argentine law is concerned, to confer valid personal jurisdiction over each of the Company as provided hereof or in the Deposit AgreementSelling Stockholders.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures (which do not involve a reexamination of the merits of the claim), will be honored by the courts in the PRC, subject to the restrictions, principles and conditions and restrictions described under the caption section titled “Enforceability of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and Prospectus and subject to applicable provisions of Package, the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman IslandsProspectus. The Company has the power to submit, and pursuant to Section 17(c) 18 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of the each New York Courts state and United States federal court sitting in the City of New York (as defined beloweach, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) 18 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement Agreement or the offering of the Shares Securities in the Borough of Manhattan in The City of any New YorkYork Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit AgreementSection 18 hereof.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of (A) the PRC and will be honored by courts jurisdiction of organization or incorporation of such Selling Stockholder if not a natural person or (B) the jurisdiction in which such person resides, in the PRCcase of a natural person, and, subject to compliance with certain Argentine evidentiary requirements, will be recognized by the conditions and restrictions under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to applicable provisions courts of the Civil Procedure Law and jurisdiction of organization or incorporation or residence of such Selling Stockholder, except that any such court may refuse to apply the General Principles law of Civil Law of the PRC relating another jurisdiction if it is deemed to choice of foreign laws. The choice of the be contrary to mandatory laws of public policy in such jurisdiction, and provided that the State application of New York as the governing law will be preempted by applicable Argentine law in matters of this Agreement bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islandsgeneral principles of equity. The Company has the power to submit, and pursuant to Section 17(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, submission by such Selling Stockholder to the non-exclusive jurisdiction of the U.S. federal or state courts sitting in The City of New York Courts (and County of New York in this Agreement constitutes a valid and legally binding obligation of such Selling Stockholder, and service of process in respect of a claim or action in such courts pursuant to this Agreement effected in the manner set forth in this Agreement, assuming validity under the laws of the State of New York, will be effective, insofar as defined below) and has validly and irrevocably waived any objection the law of the jurisdiction of organization or incorporation or residence of such Selling Stockholder is concerned, to the laying of venue of any suit, action or proceeding brought in any confer valid personal jurisdiction over such court; and the Company Selling Stockholder. Such Selling Stockholder has the power to designate, appoint and authorize, empower and pursuant to Section 17(c) 16 of this Agreement has validly and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, empowered an agent for service of process in any action suit or proceeding based on or arising out of or relating to from this Agreement, the Deposit Agreement, the Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process Agreement in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof U.S. federal or state court sitting in the Deposit AgreementNew York City.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and the courts in the Cayman Islands will observe and give effect to such choice of law and, to the extent permitted under the PRC civil law and rules of civil procedures (which do not involve a reexamination of the merits of the claim), will be honored by the courts in the PRC, subject to the restrictions, principles and conditions and restrictions described under the caption section titled “Enforceability of Civil Liabilities” in the Registration Statement, the Pricing Disclosure Package and Prospectus and subject to applicable provisions of Package, the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman IslandsProspectus. The Company has the power to submit, and pursuant to Section 17(c) 14 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of the each New York Courts (as defined below) Court and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) 14 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement Agreement or the offering of the Shares Securities in the Borough of Manhattan in The City of any New YorkYork Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit AgreementSection 14 hereof.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC and will be honored by courts in the PRC, subject to the conditions and restrictions under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing General Disclosure Package and Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c) 14 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Courts (as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c) 14 of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit Agreementhereof.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC and will be honored by courts in the PRC, subject to the conditions and restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c19(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Courts (as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c19(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit Agreement.

Valid Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law under the laws of the PRC and will be honored by courts in the PRC, subject to the conditions and restrictions under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The choice of law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the PRC and will be recognized and given effect to in any action brought before a court of competent jurisdiction in the PRC, subject to the principles and conditions described under the section titled “Enforceability of Civil Liabilities” in the Time of Sale Prospectus and the Prospectus. The Company has the power to submit, and pursuant to Section 17(c) of this Agreement and Section 18 of 19 has, to the Deposit Agreementextent permitted by law, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Specified Courts (as defined below) in Section 19), and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorizeempower, and pursuant to Section 17(c) of this Agreement and Section 18 of the Deposit Agreement19, has legally, validly, validly and effectively and irrevocably designated, appointed and authorized, empowered an agent for service of process in any action suit or proceeding based on or arising out under this Agreement in any of the Specified Courts. Any certificate signed by any officer of the Company or relating any of its subsidiaries and delivered to this Agreementany Underwriter or to counsel for the Underwriters in connection with the offering, the Deposit Agreement, the Registration Statement or the offering purchase and sale, of the Shares in the Borough of Manhattan in The City of New York, Offered ADSs shall be deemed a representation and service of process in any manner permitted warranty by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company to each Underwriter as provided hereof or to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Deposit AgreementUnderwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Valid Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement the Transaction Documents is a valid choice of law under the laws of the PRC and will be honored by courts in the PRC, subject to the conditions and restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Pricing Disclosure Package and Prospectus and subject to applicable provisions of the Civil Procedure Law and the General Principles of Civil Law of the PRC relating to choice of foreign laws. The choice of the laws of the State of New York as the governing law of this Agreement and Deposit Agreement the Transaction Documents is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 17(c19(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive jurisdiction of the New York Courts (as defined below) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and authorize, and pursuant to Section 17(c19(c) of this Agreement and Section 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized, an agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, the Registration Statement, the ADS Registration Statement or the offering of the Shares in the Borough of Manhattan in The City of New York, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided hereof or in the Deposit Agreement.