Common use of Validity of Choice of Law Clause in Contracts

Validity of Choice of Law. The choice of the law of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of Luxembourg and will be recognized by courts in Luxembourg, except that a Luxembourg court may refuse to apply the law of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of Luxembourg. The Company has the power to submit, and pursuant to Section 8(g) of this 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 Borough of Manhattan, in the City of New York, New York, United States (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) of this Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement or the 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 8(g) of this Agreement.

Validity of Choice of Law. The choice of the law of the State of New York as the governing law of this Agreement or the Deposit Agreement is a valid choice of law under the laws of Luxembourg the Cayman Islands and will be recognized by the courts in Luxembourg, except that a Luxembourg court may refuse the Cayman Islands will observe and give effect to apply the law such choice of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of Luxembourglaw. The Company has the power to submit, and pursuant to Section 8(g) 20 of this 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 Borough of Manhattan, in the City of New York, New York, United States U.S.A. (each, a “New York Court”). The Company has the power to submit, and, pursuant to Section 7.7 of the Deposit Agreement has legally, validly and effectively submitted, to the personal jurisdiction of each New York Court. The Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 20 of this Agreement and Section 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement or the Shares Deposit Agreement 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 8(g) 20 of this Agreement and Section 7.7 of the Deposit Agreement.;

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 16 of this Agreement and Section [•] 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 16 of this Agreement and Section [•] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement16 hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 16 of this Agreement and 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 16 of this Agreement and Section 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement16 hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 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 court located in the Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 18 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement18 hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and will be recognized honored by courts in Luxembourg, except that a Luxembourg court may refuse to apply the law of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of LuxembourgCayman Islands. The Company has the power to submit, and pursuant to Section 8(g) Sections 17 and 18 of this 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 Borough of Manhattan, in the City of New York, New York, United States U.S.A. (each, a “New York Court”). The Company has the power to submit, and, pursuant to Section 20 of the Deposit Agreement, has legally, validly and effectively submitted, to the personal jurisdiction of each New York Court. The Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 19 of this Agreement and Section 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized an authorized agent for service of process in any action arising out of or relating to this Agreement Agreement, the Deposit Agreement, the Prospectus or the Shares offering of 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 8(g) 19 of this Agreement and Section 21 of the Deposit Agreement.;

Validity of Choice of Law. The choice of the law of the State of New York as the governing law of this Agreement or the Deposit Agreement is a valid choice of law under the laws of Luxembourg the Cayman Islands and will be recognized honored by courts in Luxembourg, except that a Luxembourg court may refuse to apply the law of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of LuxembourgCayman Islands. The Company has the power to submit, and pursuant to Section 8(g) Sections 19 and 20 of this 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 Borough of Manhattan, in the City of New York, New York, United States U.S.A. (each, a “New York Court”). The Company has the power to submit, and, pursuant to Section [●] of the Deposit Agreement has legally, validly and effectively submitted, to the personal jurisdiction of each New York Court. The Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 20 of this Agreement and Section [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement or the Shares Deposit Agreement 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 8(g) 20 of this Agreement and Section [●] of the Deposit Agreement.;

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized observed and given effect to by the courts of Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in Luxembourg, except that a Luxembourg court may refuse to apply the law of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) [16] of this Agreement and Section [●] 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) [16] of this Agreement and Section [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement[16] hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and will be recognized honored by courts in Luxembourg, except that a Luxembourg court may refuse to apply the law of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of LuxembourgCayman Islands. The Company has the power to submit, and pursuant to Section 8(g) Sections 19 and 20 of this 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 Borough of Manhattan, in the City of New York, New York, United States U.S.A. (each, a “New York Court”). The Company has the power to submit, and, pursuant to Section 20 of the Deposit Agreement has legally, validly and effectively submitted, to the personal jurisdiction of each New York Court. The Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 20 of this Agreement and Section 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized an authorized agent for service of process in any action arising out of or relating to this Agreement Agreement, the Deposit Agreement, the Prospectus or the Shares offering of 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 8(g) 20 of this Agreement and Section 21 of the Deposit Agreement.;

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized observed and given effect to by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 17 of this Agreement and Section 20 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 17 of this Agreement and Section 21 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement17 hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 16 of this Agreement and Section 19 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 16 of this Agreement and Section 19 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the Shares 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 8(g) of this Agreement16 hereof.

Validity of Choice of Law. The choice of the law of the State of New York as the governing law of this Agreement or the Deposit Agreement is a valid choice of law under the laws of Luxembourg the Cayman Islands and will be recognized honored by courts in Luxembourg, except that a Luxembourg court may refuse to apply the law of the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with the public policy (ordre public) of LuxembourgCayman Islands. The Company has the power to submit, and pursuant to Section 8(g) 20 of this 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 Borough of Manhattan, in the City of New York, New York, United States U.S.A. (each, a “New York Court”). The Company has the power to submit, and, pursuant to Section 7.6 of the Deposit Agreement has legally, validly and effectively submitted, to the personal jurisdiction of each New York Court. The Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 20 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement or the Shares Deposit Agreement 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 8(g) 20 of this Agreement and Section 7.6 of the Deposit Agreement.;

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands, Hong Kong and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and Hong Kong and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) [17] of this Agreement and 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) [17] of this Agreement and Section 7.7 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the Shares 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 8(g) of this Agreement[17] hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 16 of this Agreement and Section 19 of the Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States U.S. federal court and New York state court located in the Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 16 of this Agreement and Section 19 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the Shares 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 8(g) of this Agreement16 hereof.

Validity of Choice of Law. The choice of the law laws of the State of New York as the governing law of this Agreement, the Indenture and the Deposit Agreement is or will be a valid choice of law under the laws of Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company Issuer has the power to submit, and pursuant to Section 8(g) 14 of this Agreement, Section 7.8 of the Deposit 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 court located in the Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company Issuer has the power to designate, appoint and authorize, and pursuant to Section 8(g) 14 of this Agreement, Section 7.8 of the Deposit Agreement and Section [21] of the Indenture has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement and the Indenture or the Shares 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 8(g) of this Agreement13 hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 17 of this Agreement and Section [●] 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 Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 17 of this Agreement and Section [●] of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement17 hereof.

Validity of Choice of Law. The choice of the law 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 Luxembourg the Cayman Islands and the PRC and will be recognized honored by courts in Luxembourgthe Cayman Islands and, except that a Luxembourg court may refuse to apply the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the State of New York if, amongst others, such law is contrary to overriding mandatory provisions (xxxx de police) of Luxembourg or such law would be manifestly incompatible with courts in the public policy (ordre public) of LuxembourgPRC. The Company has the power to submit, and pursuant to Section 8(g) 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 court located in the Borough of Manhattan, in the The City of New York, New York, United States U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 8(g) 17 of this Agreement and Section 7.6 of the Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in any action arising out of or relating to this Agreement, the Deposit Agreement or the 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 Section 8(g) of this Agreement17 hereof.