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 Representative’s Warrants is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s Warrants, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Representative’s Warrants is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s Warrants, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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; court; and the Company has the power to designate, appoint and empower, and pursuant to the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Representative’s Warrants is a valid choice of law under the laws of the Cayman Islands Islands, Hong Kong and the PRC and will be honored observed and given effect to by courts in the Cayman Islands Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s WarrantsSection 12 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York State and United States Federal federal court sitting in the Borough of Manhattan in the 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 this Agreement and the Representative’s Warrants, Section 12 hereof 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, or the offering of the Securities 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 this Agreement Section 12 hereof. (ccc) No Finder’s Fee. There are no contracts, agreements or understandings between the Company or its Controlled Entities and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is any person that would give rise to a valid choice of law under claim against the laws of the Cayman Islands and the PRC and will be honored by courts Company or its Controlled Entities or any Underwriter for a brokerage commission, finder’s fee or other like payment in the Cayman Islands and the PRC. The Company has the power to submitconnection with this offering, and pursuant or any other arrangements, agreements, understandings, payments or issuance with respect to the Escrow AgreementCompany and its Controlled Entities and or any of their respective officers, has legallydirectors, validlyshareholders, effectively and irrevocably submittedsponsors, to partners, employees or affiliates that may affect the personal jurisdiction of each State of Florida and United States Federal court sitting in Underwriters’ compensation as determined by the State of Florida Financial Industry Regulatory Authority (each, a “Florida CourtFINRA”) 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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Underwriter Warrants and the Representative’s Warrants Share Escrow Agreement is a valid choice of law under the laws of the Cayman Islands State of Nevada and the PRC and will be honored by courts in the Cayman Islands State of Nevada and the PRC. The Company has the power to submit, and pursuant to this Agreement Agreement, the Underwriter Warrants and the Representative’s WarrantsShare Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York State and United States Federal court sitting in the Borough of Manhattan in the 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 this Agreement Agreement, the Underwriter Warrants and the Representative’s WarrantsShare 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 Representative’s WarrantsUnderwriter Warrants and the Share Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement Agreement, the Underwriter Warrants and the Representative’s WarrantsShare Escrow Agreement. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands State of Nevada and the PRC and will be honored by courts in the Cayman Islands State of Nevada and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each Florida State of Florida and United States Federal court sitting in the State of Florida (each, a “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; court; and the Company has the power to designate, appoint and empower, and pursuant to the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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, the Escrow Agreement and the Representative’s Warrants is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement, the Escrow Agreement and the Representative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York Florida and United States Federal court sitting in the Borough of Manhattan 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 this Agreement, the Escrow Agreement and the Representative’s Warrants, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 this Agreement, the Escrow AgreementAgreement and the Representative’s Warrants.

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 Representative’s Warrants is a Deposit Agreement are valid choice choices of law under the laws of the Cayman Islands Islands, Hong Kong and PRC and, except as disclosed in the General Disclosure Package and the PRC and Prospectus, will be honored by courts in the Cayman Islands Islands, Hong Kong and PRC, subject to compliance with relevant civil procedural requirements in the PRC, except for, with respect to Cayman Islands, those laws (x) which a Cayman Islands court considers to be procedural in nature, (y) which are revenue or penal laws, or (z) the application of which would be inconsistent with public policy as such term is interpreted under the laws of Cayman Islands. The Company has the power to submit, and pursuant to Section 17 of this Agreement and Section 7.6 of the Representative’s WarrantsDeposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of United States federal court and New York and United States Federal state court sitting located in the Borough of Manhattan Manhattan, in the City of New York 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 17 of this Agreement and Section 7.6 of the Representative’s WarrantsDeposit 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Deposit Agreement or the offering of the 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 17 of this Agreement and the Representative’s Warrants. The choice Section 7.6 of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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, the Escrow Agreement and the Representative’s Warrants Warrant is a valid choice of law under the laws of the Cayman Islands Islands, Taiwan, Hong Kong, Samoa and the PRC and will be honored by courts in the Cayman Islands Cxxxxx Xxxxxxx, Xxxxxx, Xxxxx, Xxxx Xxxx and the PRC. The Company has the power to submit, and pursuant to this Agreement, the Escrow Agreement and the Representative’s WarrantsWarrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York Florida and United States Federal court sitting in the Borough of Manhattan 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 this Agreement, the Escrow Agreement and the Representative’s WarrantsWarrant, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 this Agreement, the Escrow AgreementAgreement and the Representative’s Warrant.

Validity of Choice of Law. The Each of the choice of the laws of the State of New York as the governing law of this Agreement and the Representative’s Warrants choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman British Virgin Islands (except for those laws (a) which a court of competent jurisdiction in the British Virgin Islands considers 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 British Islands, Hong Kong and the PRC and will be honored by courts in the Cayman Islands British Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement, the Escrow Agreement and the Representative’s Warrants, Warrant has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement, the Escrow Agreement and the Representative’s WarrantsWarrant, 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 Representative’s WarrantsEscrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement, the Escrow Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow AgreementWarrant.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and Agreement, the Representative’s Warrants and the Escrow Agreement is each a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York and United States Federal court sitting in the Borough City of Manhattan in New York, New York County or the City 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 this Agreement and the Representative’s Warrants, 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 Representative’s Warrants, Agreement any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow Agreement.

Validity of Choice of Law. The Each of the choice of the laws of the State of New York as the governing law of this Agreement and the Representative’s Warrants choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands (except for those laws (a) which a court of competent jurisdiction in the Cayman Islands considers 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), Hong Kong and the PRC Singapore and will be honored by courts in the Cayman Islands Islands, Hong Kong and the PRCSingapore. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, Escrow Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s WarrantsEscrow 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 Representative’s WarrantsEscrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Representative’s Warrants Deposit Agreement is a valid choice of law under the laws of the Cayman Islands Islands, the British Virgin Islands, Hong Kong and the PRC and will be 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, (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 16 of this Agreement and the Representative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of United States federal court and New York and United States Federal state court sitting located in the Borough of Manhattan Manhattan, in The City of New York, New York, U.S.A., and pursuant to Section 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 court located in the City 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 16 of this Agreement and Section 7.7 of the Representative’s WarrantsDeposit 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Deposit Agreement or the offering of the Securities Offered 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow AgreementSection 16 hereof.

Validity of Choice of Law. The choice of the laws of the State of Florida as the governing law of this Agreement and the Representative’s Warrants, and the choice of the laws of the State of New York as the governing law of this Agreement and the Representative’s Warrants Escrow Agreement, is each a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York Florida and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s Warrants, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 this Agreement and the Escrow 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, the Indenture, the Deposit Agreement, the Restricted Issuance Agreement and the Representative’s Warrants any other Transaction Documents, if applicable, is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures (which do not involve a re-examination of the PRCmerits of the claim), will be honored by the courts in the PRC to the extent not inconsistent with the description in the Offering Memorandum under the heading “Enforceability of civil liabilities. The Company has the power to submit, and pursuant to Section 15 of this Agreement and the Representative’s WarrantsAgreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of United States federal court and New York and United States Federal state court sitting located in the Borough of Manhattan Manhattan, in the 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 15 of this Agreement and the Representative’s WarrantsAgreement, 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 Representative’s Warrants, any preliminary prospectusDeposit Agreement, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Restricted Issuance Agreement or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow AgreementSection 15 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 Representative’s Warrants Escrow Agreement is a valid choice of law under the laws of the Cayman British Virgin Islands and the PRC and will be honored by courts in the Cayman British Virgin Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement Agreement, the Escrow Agreement, the Warrants and the Representative’s WarrantsWarrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement Agreement, the Escrow Agreement, the Warrants and the Representative’s WarrantsWarrant, 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 Representative’s WarrantsEscrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement Agreement, the Escrow Agreement, the Warrants and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow AgreementWarrant.

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 Representative’s Warrants Deposit Agreement is a valid choice of law under the laws of the Cayman Islands Islands, New Zealand, the PRC, British Virgin Islands, Australia, Singapore, India and the PRC Hong Kong and will be honored observed and given effect to by courts in the Cayman Islands Islands, New Zealand, the PRC, British Virgin Islands, Australia, Singapore, India and Hong Kong subject to the principles and conditions under the laws of each of the foregoing jurisdictions, including but not limited to those described under the section titled “Enforceability of Civil Liabilities” in the Time of Sale Prospectus and the PRCProspectus. For example, the choice of the laws of the State of New York as the governing law of this Agreement will be recognized by the courts of Singapore as a valid choice of law, provided that (A) such law is proven to the satisfaction of the courts of Singapore; (B) such law will be disregarded if its application will be illegal or contrary to public policy or any applicable mandatory laws in Singapore; and (C) matters of procedure including questions of set-off and counter-claim, interest chargeable on judgment debts, priorities, measure of damages, limitation of actions and submissions to the jurisdiction of foreign courts are as a general rule governed by the laws of Singapore to the exclusion of the relevant expressed governing law. The Company has the power to submit, and pursuant to Section 13 of this Agreement and Section [·] of the Representative’s WarrantsDeposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of the New York and United States Federal court sitting in the Borough of Manhattan 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 13 of this Agreement and Section [·] of the Representative’s WarrantsDeposit 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 Representative’s WarrantsDeposit Agreement, any preliminary prospectus, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the 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 this Agreement Section 13 hereof and the Representative’s Warrants. The choice Section [·] of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Representative’s Warrants Deposit Agreement is a valid choice of law under the laws of the Cayman Islands Islands, the British Virgin Islands, the United Arab Emirates, Hong Kong and the PRC and will be honored by courts recognized and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, the British Virgin Islands, the United Arab Emirates, Hong Kong and the PRC, except, in respect of the Cayman Islands and the PRCBritish Virgin Islands, for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands or the British Virgin Islands, as applicable. The Company has the power to submit, and pursuant to Section 11 of this Agreement and Section 7.7 of the Representative’s WarrantsDeposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York State and United States Federal court sitting in the Borough of Manhattan in the 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 11 of this Agreement and Section 7.7 of the Representative’s WarrantsDeposit 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 Representative’s WarrantsDeposit Agreement, any preliminary prospectus, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Securities Shares represented by 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 this Agreement Section 11 hereof and the Representative’s Warrants. The choice Section 7.7 of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Representative’s Warrants is a valid choice of law under the laws of the Cayman British Virgin Islands and the PRC courts of the British Virgin Islands will observe and will be honored by courts in the Cayman Islands and the PRCgive effect to such choice. The Company has the power to submit, and pursuant to this Agreement and the Representative’s WarrantsAgreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s WarrantsAgreement, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities Placement 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 this Agreement and the Representative’s WarrantsAgreement. The choice Any certificate signed by any officer of the laws Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the State of Florida Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRCmatters covered thereby. The Company has a reasonable basis for making each of the power representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to submit, and be delivered pursuant to the Escrow AgreementSection 6(d), has legally, validly, effectively and irrevocably submitted, counsel to the personal jurisdiction of each State of Florida Company and United States Federal court sitting in the State of Florida (each, a “Florida Court”) and has validly and irrevocably waived any objection counsel to the laying of venue of any suitUnderwriters, action or proceeding brought in any such court; will rely upon the accuracy and the Company has the power to designate, appoint and empower, and pursuant to the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering truthfulness of the Securities in any Florida Court, foregoing representations and service of process effected on hereby consents to such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in the Escrow Agreementreliance.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement, the Indentures, the Deposit Agreement, the Restricted Issuance Agreement and the Representative’s Warrants any other Transaction Documents, if applicable, is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures (which do not involve a re-examination of the merits of the claim), will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 15 of this Agreement and the Representative’s WarrantsAgreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of United States federal court and New York and United States Federal state court sitting located in the Borough of Manhattan Manhattan, in the 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 15 of this Agreement and the Representative’s WarrantsAgreement, 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 Representative’s Warrants, any preliminary prospectusDeposit Agreement, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Restricted Issuance Agreement or the offering of the 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 this Agreement and Section 15 hereof. (ooo) No Immunity. Neither the Representative’s Warrants. The choice Company, or any Subsidiary nor any of their respective properties, assets or revenues has any right of immunity under Xxxxxx Xxxxxxx, XXX, Xxx Xxxx xxxxx xx Xxxxxx Xxxxxx federal law, from any legal action, suit or proceeding, from the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “Florida Court”) and has validly and irrevocably waived any objection to the laying of venue giving of any suit, action or proceeding brought relief in any such court; and legal action, suit or proceeding, from set-off or counterclaim, from the Company has the power to designatejurisdiction of any Cayman Islands, appoint and empowerPRC, and pursuant to the Escrow AgreementNew York state or U.S. federal court, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any action such court, with respect to its obligations, liabilities or any other matter under or arising out of or relating in connection with this Agreement, the Deposit Agreement, the Restricted Issuance Agreement and the Securities; and, to the Escrow Agreement, any preliminary prospectus, extent that the Pricing Disclosure Package, the Prospectus, the Registration StatementCompany, or the offering any Subsidiary or any of their respective properties, assets, or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the Securities in any Florida Court, Company and service of process effected on its Subsidiaries waives or will waive such authorized agent will be effective right to confer valid personal jurisdiction over the Company extent permitted by law and has consented to such relief and enforcement as provided in the Escrow Section 15 of 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 Representative’s Warrants Transaction Documents is a valid choice of law under the laws of the Cayman Islands and and the PRC and will be honored recognized and given effect to by the courts in of the Cayman Islands and the PRC, except, in respect of the Cayman Islands, for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The Company has the power to submit, and pursuant to Section 19 of this Agreement and Section [●] of the Representative’s WarrantsDeposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of New York State and United States Federal court sitting in the Borough of Manhattan in the 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 19 of this Agreement and the Representative’s Warrants, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering Section [●] of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the Escrow 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 the Escrow Agreement, any preliminary prospectusTransaction Documents, the Pricing General Disclosure Package, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Offered Securities in any Florida 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 the Escrow 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 Representative’s Warrants Deposit Agreement is a valid choice of law under the laws of the Cayman Islands Islands, Hong Kong and the PRC and will be honored observed and given effect to by courts in the Cayman Islands and 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 17 of this Agreement and the Representative’s WarrantsAgreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of United States federal court and New York and United States Federal state court sitting located in the Borough of Manhattan Manhattan, in the 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 17 of this Agreement and the Representative’s WarrantsAgreement, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Agreement or the offering of the Securities Offered 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRCSection 17 hereof. The Company has the power to submit, and pursuant to Section 7.7 of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and the United States Federal court sitting in District Court for the State Southern District of Florida New York (eachor, if the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts of New York County, New York) (the “Florida NY 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 24 of the Escrow 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Deposit Agreement or the offering of Offered Shares in the Securities in any Florida NY Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in the Escrow AgreementSection 7.7 thereof.

Validity of Choice of Law. The choice of the laws of the State of New York Florida as the governing law of this Agreement, the Escrow Agreement and the Representative’s Warrants Warrant is a valid choice of law under the laws of the Cayman British Virgin Islands and the PRC and will be honored by courts in the Cayman Islands British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement, the Escrow Agreement and the Representative’s WarrantsWarrant, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York Florida and United States Federal court sitting in the Borough of Manhattan 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 this Agreement, the Escrow Agreement and the Representative’s WarrantsWarrant, 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 this Agreement, the Escrow AgreementAgreement and the Representative’s Warrant.

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 Representative’s Warrants is a Deposit Agreement are valid choice choices of law under the laws of the Cayman Islands Islands, Hong Kong and PRC and, except as disclosed in the Registration Statement, the General Disclosure Package and the PRC and Prospectus, will be honored by courts in the Cayman Islands Islands, Hong Kong and PRC, subject to compliance with relevant civil procedural requirements in the PRC, except for, with respect to Cayman Islands, those laws (x) which a Cayman Islands court considers to be procedural in nature, (y) which are revenue or penal laws, or (z) the application of which would be inconsistent with public policy as such term is interpreted under the laws of Cayman Islands. The Company has the power to submit, and pursuant to Section 17 of this Agreement and Section 7.6 of the Representative’s WarrantsDeposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of United States federal court and New York and United States Federal state court sitting located in the Borough of Manhattan Manhattan, in the City of New York 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 17 of this Agreement and Section 7.6 of the Representative’s WarrantsDeposit 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 Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Deposit Agreement or the offering of the 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 17 of this Agreement and the Representative’s Warrants. The choice Section 7.6 of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow Deposit Agreement.

Validity of Choice of Law. The Each of the choice of the laws of the State of New York as the governing law of this Agreement and the Representative’s Warrants choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands (except for those laws (a) which a court of competent jurisdiction in the Cayman Islands considers 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, British Virgin Islands, Hong Kong and the PRC and will be honored by courts in the Cayman Islands Islands, British Virgin Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Warrants, Escrow Agreement has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s WarrantsEscrow 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 and the Escrow Agreement, the Representative’s Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow 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 Representative’s Underwriters’ Warrants is a valid choice of law under the laws of the Cayman Islands Islands, Taiwan, Hong Kong, Samoa and the PRC and will be honored by courts in the Cayman Islands Islands, Taiwan, Samoa, Hong Kong and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Representative’s Underwriters’ Warrants, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in the Borough of Manhattan 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 this Agreement and the Representative’s Underwriters’ Warrants, 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, Agreement or the Representative’s Underwriters’ Warrants, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the 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 this Agreement and the Representative’s Underwriters’ Warrants. The choice of the laws of the State of Florida as the governing law of the Escrow Agreement is a valid choice of law under the laws of the Cayman Islands and the PRC and will be honored by courts in the Cayman Islands and the PRC. The Company has the power to submit, and pursuant to the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each State of Florida and United States Federal court sitting in the State of Florida (each, a “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 the 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 the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any 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 the Escrow Agreement.