Common use of Validity of Choice of Law Clause in Contracts

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman Islands, Hong Kong and the PRC French Republic and will be observed and given effect to honored by courts in France, subject to the Cayman Islands, Hong Kong conditions and restrictions described under the caption “Enforceability of Civil Liabilities” in the General Disclosure Package and the PRCProspectus and to compliance with relevant civil procedural requirements (which do not involve a re-examination of the merits of the claim) in France. The Company has the power to submit, and pursuant to Section 12 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in The City the Borough of New York Manhattan, in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx (each, 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 empowerauthorize, and pursuant to Section 12 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement Agreement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York State and United States Federal court sitting in The City of New York County, New York (each, 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 empower, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Escrow Agreement, any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit Agreement.Representative’s Warrant. zz. [Intentionally Omitted]

Validity of Choice of Law. The Except as may otherwise be disclosed in Registration Statement, the Time of Sale Prospectus or the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreementhereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreementhereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman IslandsIslands and, Hong Kong to the extent permitted under the PRC civil law and rules of civil procedures, will be observed and given effect by the courts in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 [•] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, 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 empowerauthorize, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 [•] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, Statement and the ADS Registration Statement or the offering of the Offered Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement16 hereof.

Validity of Choice of Law. The choice choices of the laws law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC and will be observed and given effect to honored by courts in the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, subject to compliance with relevant civil procedural requirements in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 7.07 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in The City the Borough of New York Manhattan, in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx (each, 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 empowerauthorize, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 7.07 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement Agreement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof 16 of this Agreement and Section 7.6 7.07 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 of the Deposit this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York State and United States Federal federal and state court sitting in The the Borough of Manhattan in the City of New York (each, a “New York Court”) or United States federal and state court sitting in the city of Los Angeles in the State of California (each, a “California 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 empower, and pursuant to Section 12 hereof and Section 7.6 of the Deposit this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Firm Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 20 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands, Islands and honored by courts in Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 18 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 18 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreementthe Transaction Documents, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the ProspectusGeneral Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Offered Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 18 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and the PRC, except, in respect of the Cayman Islands, Hong Kong and for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the PRCapplication 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 12 hereof of this Agreement and Section 7.6 [7] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 [7] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 [7] of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and the PRC, except, in respect of the Cayman Islands, Hong Kong and for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the PRCapplication 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 12 hereof of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Placement Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 16 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York Florida as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong British Virgin Islands and the PRC and will be observed and given effect to honored by courts in the Cayman British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York the State of Florida and United States Federal court sitting in The City of New York Palm Beach County (each, a “New York Florida 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 empower, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Escrow Agreement, any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Securities in any New York Florida Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreementthe Transaction Documents, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the ProspectusGeneral Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York 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 herein or in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 18 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC and will be observed and given effect to by courts in the Cayman Islands, Islands and British Virgin Islands and honored by courts in Hong Kong and, to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, 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 empowerauthorize, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement General Disclosure Package and the Final Prospectus or the offering of the Offered Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof 16 and Section 7.6 7.7 of the Deposit AgreementAgreement hereof.

Validity of Choice of Law. The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 13 hereof and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 13 hereof and Section 7.6 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 21 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands or the PRC, except, in respect of the Cayman Islands, Hong Kong and for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the PRCapplication 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 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 19 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 [·] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 [·] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 [·] of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Kong, the Philippines and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Kong, the Philippines and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 14 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Norway and the PRC Ireland and will be observed and given effect to recognized by courts in the Cayman Islands, Hong Kong Norway and the PRCIreland. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in the Cayman IslandsIslands and PRC, Hong Kong subject to the principles and conditions described under the section titled “Enforceability of Civil Liabilities” in the Time of Sale Prospectus and the PRCProspectus. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the New York State and United States Federal court sitting in The City of New York Courts (each, a “New York Court”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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement Agreement, the Indenture and the Deposit Agreement is or will be a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman IslandsIslands and, Hong Kong to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company Issuer has the power to submit, and pursuant to Section 12 hereof and 14 of this Agreement, Section 7.6 7.8 of the Deposit Agreement, Agreement and Section [21] of the Indenture has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, 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 Issuer has the power to designate, appoint and empowerauthorize, and pursuant to Section 12 hereof and 14 of this Agreement, Section 7.6 7.8 of the Deposit Agreement, Agreement and Section [21] of the Indenture has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, Agreement and the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement Indenture or the offering of the Shares or the ADSs Notes in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company Issuer as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement13 hereof.

Validity of Choice of Law. The Except as may otherwise be disclosed in Registration Statement, the Time of Sale Prospectus or the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC and will be observed and given effect to recognized by courts in the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreementhereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreementhereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC Islands and will be observed recognized and given effect to upheld by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in the Borough of Manhattan in The City of New York, New York (each, 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 empower, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreementthe Transaction Documents, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the ProspectusGeneral Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York 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 herein or in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 18 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and the PRC, except, in respect of the Cayman Islands, Hong Kong and for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the PRCapplication 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 12 hereof of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed recognized and given effect to by courts in any action brought before a court of competent jurisdiction in the Cayman Islands and the PRC, except, in respect of the Cayman Islands, Hong Kong and for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the PRCapplication 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 12 hereof 11 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 11 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The Except as may otherwise be disclosed in Registration Statement, the Time of Sale Prospectus or the Prospectus, the choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands, the British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreementhereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreementhereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC Islands and will be observed and given effect to by the courts in of the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in the Borough of Manhattan in The City of New York, New York (each, 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 empower, and pursuant to Section 12 hereof 19 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreementthe Transaction Documents, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the ProspectusGeneral Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York 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 herein or in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman Islands, Hong Kong and the PRC Commonwealth of Australia and will be observed and given effect to honored by courts in Australia, subject to the Cayman Islandsconditions and restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, Hong Kong the General Disclosure Package and the PRCProspectus and to compliance with relevant civil procedural requirements (which do not involve a re-examination of the merits of the claim) in Australia. The Company has the power to submit, and pursuant to Section 12 hereof 9(f) of this Agreement and Section 7.6 7.06 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of each (i) with respect to proceedings arising out of this Agreement, any New York State and or United States Federal federal court sitting located in The the City of New York York, Borough of Manhattan, (each, a “New York Court”) and has validly and irrevocably waived and, (ii) with respect to proceedings arising under the Deposit Agreement, any objection to state or federal court in the laying State of venue of any suitNew York, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 12 hereof and Section 7.6 9(g) of the Deposit this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement Agreement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 9(g) of the Deposit this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC and will be observed and given effect to honored by courts in (i) the Cayman Islands and the British Virgin Islands, except for those laws (A) which such courts consider to be procedural in nature, (B) which are revenue or penal laws, or (C) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands or the British Virgin Islands, as the case may be, (ii) Hong Kong and and, (iii) the PRC, to the extent permitted under the PRC civil law and rules of civil procedures. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 17 of the Deposit Agreement, this Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York, New York, U.S.A., and pursuant to Section 7.6 of the Deposit Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York state court located in the State of New York (each, 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 empowerauthorize, and pursuant to Section 12 hereof 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement Agreement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement17 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in the Cayman IslandsIslands and PRC, Hong Kong subject to the principles and conditions described under the section titled “Enforceability of Civil Liabilities” in the Time of Sale Prospectus and the PRCProspectus. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 21 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 _______________ of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting Court (as defined in The City of New York (each, a “New York Court”Section 12) 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 _______________ of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 _______________ of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 18 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in The the Borough of Manhattan, in the City of New York York, New York, U.S.A. (each, 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 empowerauthorize, and pursuant to Section 12 hereof 18 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, authorized an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the Offered ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 18 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting Court (as defined in The City of New York (each, a “New York Court”Section 13) 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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to recognized by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 [13] hereof and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 [13] hereof and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 [13] hereof and Section 7.6 [7.6] of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 18 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 18 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to by courts in the Cayman Islands, Hong Kong Islands and honored by the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 20 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 20 of this Agreement and Section 7.6 [7.6] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreementthe Transaction Documents, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the ProspectusGeneral Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York 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 herein or in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under does not contravene the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 13 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 13 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Transaction Documents is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 20 of this Agreement and Section 7.6 [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 20 of this Agreement and Section 7.6 [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreementthe Transaction Documents, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the ProspectusGeneral Disclosure Package, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York 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 herein or in Section 12 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 17 of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 17 of this Agreement and Section 7.6 20 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale ProspectusGeneral Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 17 hereof and Section 7.6 20 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 14 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 14 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement Agreements is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by the courts of the Cayman Islands and honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 10 of this Agreement, Section 20 of the Unrestricted Deposit Agreement and Section 7.6 2 of the Restricted Issuance Agreement (to the extent it incorporates by reference Section 20 of the Unrestricted Deposit Agreement), has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 10 of this Agreement and Section 7.6 18 of the Deposit AgreementAgreements, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale ProspectusDisclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 10 hereof and Section 7.6 20 of the Unrestricted Deposit Agreement and Section 2 of the Restricted Issuance Agreement (to the extent it incorporates by reference Section 20 of the Unrestricted Deposit Agreement).

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement Agreement, the Representative’s Warrants, and the Deposit Escrow Agreement is each a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof this Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York State and United States Federal court sitting in The the City of New York, New York County or the United States District Court for the Southern District of New York (each, 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 empower, and pursuant to Section 12 hereof this Agreement, the Representative’s Warrants and Section 7.6 of the Deposit Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof this Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrants.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under does not contravene the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by the courts of the Cayman Islands and honored by courts in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof 13 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and the PRC, subject to the discretion of the relevant courts and public policies and other principles to be considered by such courts and the other conditions described under the section titled “Enforceability of Civil Liabilities” in the Final Prospectus. The Company has the power to submit, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, 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 empowerauthorize, and pursuant to Section 12 hereof 16 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, Statement and the ADS Registration Statement or the offering of the Offered Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 of the Deposit Agreement16 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under does not contravene the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by the courts of the Cayman Islands and honored by the courts in the Cayman Islands, Hong Kong and 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 12 hereof of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York State and United States Federal court sitting in The City of New York County (each, 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 empower, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Escrow Agreement, any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman IslandsCxxxxx Xxxxxxx, Hong Kong Xxxxxx, Xxxxxxx, Xxxx Xxxx and the PRC and will be observed and given effect to recognized by courts in the Cayman IslandsCxxxxx Xxxxxxx, Hong Kong Xxxxxx, Xxxxxxx, Xxxx Xxxx and the PRC. The Company has the power to submit, and pursuant to Section 12 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 13 hereof and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 13 hereof and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and the Deposit Agreement is a are valid choice choices of law under the laws of the Cayman Islands, Hong Kong and the PRC French Republic and will be observed and given effect to honored by courts in France, subject to the Cayman Islands, Hong Kong conditions and restrictions described under the PRCcaption “Enforceability of Civil Liabilities” in the Prospectus and to compliance with relevant civil procedural requirements (which do not involve a re-examination of the merits of the claim) in France. The Company has the power to submit, and pursuant to Section 12 hereof 8(g) of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in The City the Borough of New York Manhattan, in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx (each, 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 empowerauthorize, and pursuant to Section 12 hereof 8(g) of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement Agreement or the offering of the Shares or the ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof 8(g) of this Agreement and Section 7.6 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York Florida as the governing law of this Agreement and the Deposit Escrow Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong Islands and the PRC and will be observed and given effect to honored by courts in the Cayman Islands, Hong Kong Islands and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York the State of Florida and United States Federal court sitting in The City of New York Palm Beach County (each, a “New York Florida 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 empower, and pursuant to Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Escrow Agreement, any preliminary prospectus, the Time of Sale ProspectusPricing Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Securities in any New York Florida Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof this Agreement, the Escrow Agreement and Section 7.6 of the Deposit AgreementRepresentative’s Warrant.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be observed and given effect to by courts in the Cayman Islands, Hong Kong and PRC, subject to the PRCprinciples 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 12 hereof 15 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the New York State and United States Federal court sitting in The City of New York Courts (each, a “New York Court”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 empower, and pursuant to Section 12 hereof 15 of this Agreement and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectusPreliminary Prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 15 hereof and Section 7.6 7.7 of the Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Deposit Agreement is a valid choice of law under the laws of the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC and will be observed and given effect to honored by courts in the Cayman IslandsXxxxxx Xxxxxxx, Hong Kong xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx and the PRC. The Company has the power to submit, and pursuant to Section 12 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, 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 empower, and pursuant to Section 12 hereof and Section 7.6 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Shares or the ADSs Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 12 hereof and Section 7.6 7.7 of the Deposit Agreement.