Common use of M&A Rules Clause in Contracts

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC Macau counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).; and (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClarificationsClassifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the any other approval of the CSRC prior to the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).; and (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August September 8, 2006, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commercefor Market Regulation, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the UnderwritersPlacement Agents: (i) A. Except as disclosed in the Registration Statement, the Pricing Disclosure MaterialsPackage, Registration Statement the Prospectus and the ProspectusSEC Reports, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) B. Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package, the Prospectus and the ProspectusSEC Reports, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClarificationsClassifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the any other approval of the CSRC prior to the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital MarketNasdaq, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange (“SAFE”) on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).; and (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular particular, the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure MaterialsPackage, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure MaterialsPackage, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesSecurities on the Nasdaq Capital Market, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwritersfollowing: (i) Except as disclosed in the Disclosure MaterialsRegistration Statement, Registration Statement the Pricing Prospectus and the Prospectus, the issuance and sale of the Offered SecuritiesShares, the listing and trading of the Offered Securities Shares on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Prospectus and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesShares, the listing and trading of the Offered Securities Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and as amended on June 22, 2009 (the “M&A Rules”)) and any official clarifications, guidance, interpretations, implementation rules, revisions in connection with or related thereto, in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: Underwriters that (i) Except except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Public Securities and the Representative’s Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement and the Representative’s Warrants are not not, as of the date hereof, and will not be, as of the date hereof or at the Closing Date or any Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). , (ii) Except except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Public Securities and the Representative’s Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementAgreement and the Representative’s Warrants.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commercefor Market Regulation, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (iA) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Public Securities, the listing and trading of the Offered Public Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (iiB) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Public Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) 2.38.1 Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Global Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) 2.38.2 Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and Clarifications do not require the Company to obtain the any other approval of the CSRC prior to the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Global Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).; and (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, 2006 and amended on June 22, in 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the UnderwritersPlacement Agent: (i) Except as disclosed in the Registration Statement, the Time of Sale Disclosure MaterialsPackage, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market Trading Market, and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Time of Sale Disclosure Package, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Trading Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular particular, the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesSecurities on the Nasdaq Capital Market, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially affected by the M&A Rules or any published and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) . Except as disclosed in the General Disclosure Materials, Registration Statement, Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNew York Stock Exchange, or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement. The statements set forth in the Statutory Prospectus included in the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering; any requirement to obtain prior CSRC approval could delay this offering and failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations and reputation, as well as the trading price of our ADSs, and could also create uncertainties for this offering. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions,” when taken together with the statements under “Regulations—Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” are fair and accurate summaries in all material respects of the matters described therein, and no material information has been omitted from such summaries that would make the same misleading.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital NASDAQ Global Market and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially affected by the M&A Rules or any published and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as . As of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital NASDAQ Global Market, or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement. The statements set forth in the Statutory Prospectus included in the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risk Factors Relating to China—If the China Securities Regulatory Commission, or CSRC, or another PRC regulatory agency, determines that CSRC approval is required in connection with this offering, this offering may be delayed or cancelled, or we may become subject to penalties,” when taken together with the statements under “Regulation—M&A Rules,” are fair and accurate summaries in all material respects of the matters described therein, and no material information has been omitted from such summaries that would make the same misleading.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (CSRC) and SAFE on August 8, 2006, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i1) Except as disclosed in Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Final Prospectus, the issuance and sale of the Offered SecuritiesShares, the listing and trading of the Offered Securities Shares on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at on the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii2) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Final Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesShares, the listing and trading of the Offered Securities Shares on the Nasdaq Capital MarketNasdaq, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, 2006 and amended on June 22, in 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the UnderwritersPlacement Agent: (i) Except as disclosed in the Disclosure MaterialsRegistration Statement, Registration Statement the SEC Reports, and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market Trading Market, and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the SEC Reports, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Trading Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The We have advised the Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State PRC State-Owned Assets Supervision and Administration Commission, the PRC State Tax Administration, the PRC State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (the “CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 20062006 including the guidance and notices issued by the CSRC on September 8 and September 21, and amended on June 222006 (collectively, 2009 (the “M&A RulesRules and Related Clarifications”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC China and controlled directly or indirectly by Chinese companies or natural persons of the PRCindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange exchanges located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) China. Except as disclosed in the Disclosure Materials, Registration Statement and the Preliminary Prospectus, the issuance and sale of the Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Global Market and or the consummation of the transactions contemplated by this Agreement the Underwriting Agreement, the Deposit Agreement, the powers of attorney signed by the Selling Shareholders appointing certain individuals named therein as such Selling Shareholders’ attorneys-in-fact (the “Powers of Attorney”) and the custody agreements signed by the Selling Shareholders and the Company, as custodian, relating to the deposit of the Common Shares to be sold by such Selling Shareholder (the “Custody Agreements”) are not and will not be, as of the date hereof or at the Closing Date, materially be affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “and Related Clarifications. The M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications Clarifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Global Market, or the consummation of the transactions contemplated by the Underwriting Agreement, the Deposit Agreement, the Powers of Attorney and the Custody Agreements. The statements set forth in the Preliminary Prospectus and the Final Prospectus under the captions “[Risk Factors – Risks Related to Doing Business in China – The approval of the China Securities Regulatory Commission, or CSRC, may be required in connection with this Agreementoffering under a recently adopted PRC regulation. Any requirement to obtain prior CSRC approval could delay this offering and a failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs, and may also create uncertainties for this offering]”, when taken together with the statements under “[Regulation – Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors]”, are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market New York Stock Exchange (the “NYSE”) and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially affected by the M&A Rules or any published and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) . Except as disclosed in the Disclosure Materials, Registration Statement, the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNYSE, or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement. The statements set forth in the Statutory Prospectus included in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs,” when taken together with the statements under “Regulation—SPV Regulation and Overseas Listings,” are fair and accurate summaries in all material respects of the matters described therein, and no material information has been omitted from such summaries that would make the same misleading.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital NASDAQ Global Market Inc. and the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Power of Attorney (as defined below) and the Custody Agreement (as defined below) are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as . As of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNASDAQ Global Market Inc., or the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Power of Attorney or the Custody Agreement. The statements set forth in the Statutory Prospectus included in the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering; any requirement to obtain prior CSRC approval could delay this offering and failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations and reputation, as well as the trading price of our ADSs, and could also create uncertainties for this offering. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions,” when taken together with the statements under “Regulations—Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNasdaq, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of of, and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated on August 8, 2006 by the Ministry of CommerceMOFCOM, the State Assets Supervision and Administration Commission, the State Tax AdministrationAdministration of Taxation, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8SAFE, 2006, and as amended by the MOFCOM on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC ) and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of (together with the date hereof (collectivelyM&A Rules, the “M&A Rules and Related Clarifications”). (ii) , in particular the relevant provisions thereof that purport to require offshore special purpose vehicles controlled directly or indirectly by PRC-incorporated companies or PRC residents and established for the purpose of obtaining a stock exchange listing outside of the PRC to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of the PRC. The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and the Company understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Shares and the Offered Securities, the trading of the ADSs on the NYSE and the consummation of the transactions contemplated under the Transaction Documents, the Registration Statement, the General Disclosure Package and the Final Prospectus are not and will not be, as of the date hereof and on the Closing Date, adversely affected by the M&A Rules and Related Clarifications. Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereofGeneral Disclosure Package, the M&A Rules and Related Classifications did not and Clarifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Shares or the Offered Securities, the listing and trading of the Offered Securities ADSs on the Nasdaq Capital Market, or NYSE and the consummation of the transactions contemplated by this Agreementunder the Transaction Documents, the Registration Statement, the General Disclosure Package and the Final Prospectus.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered SecuritiesShares, the listing and trading of the Offered Securities Shares on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesShares, the listing and trading of the Offered Securities Shares on the Nasdaq Capital MarketNew York Stock Exchange, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of of, and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of the PRC on August 8, 2006, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular including the relevant provisions thereof that which purport to require offshore special purpose vehicles (“SPVs”) formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRCindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the . The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with has communicated such legal advice in full to each of its directors that signed the Underwriters: (i) Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed described in the Disclosure MaterialsRegistration Statement, Registration Statement the Time of Sale Prospectus and the Prospectus, the issuance and sale of the Offered SecuritiesOrdinary Shares and the ADSs, the listing and trading of the Offered Securities ADSs on the Nasdaq Capital Market NASDAQ and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or at the each Closing Date, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8, 2006 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) . Except as disclosed described in the Disclosure Materials, Registration Statement, the Time of Sale Prospectus and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities ADSs on the Nasdaq Capital MarketNASDAQ, or the consummation of the transactions contemplated by this Agreement and the Deposit Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular particular, the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or applicable Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesSecurities on the Nasdaq Capital Market, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commercefor Market Regulation, the CSRC and SAFE on August 8, 2006, and as amended on June 22, 2009 (the “M&A Rules”)) and any official clarifications, guidance, interpretations, implementation rules, revisions in connection with or related thereto, in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: Underwriters that (i) Except except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Public Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital Market Exchange and the consummation of the transactions contemplated by this Agreement are not not, as of the date hereof, and will not be, as of the date hereof or at the Closing Date or any Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). , (ii) Except except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and Clarifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Public Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital MarketExchange, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Each of the Company and each of the Company’s directors and officers that signed a Registration Statement is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State PRC State-Owned Assets Supervision and Administration Commission, the PRC State Tax Administration, the PRC State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (the “CSRC”) and the SAFE on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular including the relevant provisions thereof that purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRCindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, has fully communicated such legal advice from its PRC counsel to each of its directors and officers that signed a Registration Statement and the Prospectus, the each of such directors and officers has confirmed that he or she understands such legal advice. The issuance and sale of the Offered SecuritiesSecurities and the Offered Shares, the listing and trading of the Offered Securities on the Nasdaq Capital Global Market and the consummation of the transactions contemplated by this Agreement, the Deposit Agreement , the Custody Agreement (as defined below) and the Power of Attorney (as defined below) are not and will not be, as of the date hereof or at the and on each Closing Date, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed . As of the date of the Statutory Prospectus contained in the General Disclosure Materials, Registration Statement, Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications Clarifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered SecuritiesSecurities and the Offered Shares, the listing and trading of the Offered Securities on the Nasdaq Capital Market, Global Market or the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Custody Agreement or the Power of Attorney. (b) The Selling Shareholder, represents and warrants to, and agrees with, each Underwriter that:

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore an overseas special purpose vehicles vehicle formed for the purpose listing purposes through acquisitions of obtaining a stock exchange listing outside of the PRC domestic companies and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their such special purpose vehicle’s securities on a an overseas stock exchange located outside of the PRCexchange; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Class A Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market NYSE and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially adversely affected by the M&A Rules or any published and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as . As of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Class A Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNYSE, or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement. The statements set forth in the Statutory Prospectus included in the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China— We may be required to obtain approval of the China Securities Regulatory Commission, or the CSRC, before listing and trading our ADSs on the New York Stock Exchange,” when taken together with the statements under “Regulations— New M&A Regulations and Overseas Listings,” are fair and accurate summaries in all material respects of the matters described therein, and no material information has been omitted from such summaries that would make the same misleading.

M&A Rules. The We have advised the Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (the “CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 20062006 including the guidance and notices issued by the CSRC on September 8 and September 21, and amended on June 22, 2009 2006 (the “M&A RulesRules and Related Clarifications”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC China and controlled directly or indirectly by Chinese companies or natural persons of the PRCindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange exchanges located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) China. Except as disclosed in the Disclosure Materials, Registration Statement and the Preliminary Prospectus, the issuance and sale of the Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Global Market and or the consummation of the transactions contemplated by this Agreement the Underwriting Agreement, the Deposit Agreement, the powers of attorney signed by the Selling Shareholders appointing certain individuals named therein as such Selling Shareholders’ attorneys-in fact (the “Powers of Attorney”) and the custody agreements signed by the Selling Shareholders and the Company, as custodian, relating to the deposit of the Common Shares to be sold by such Selling Shareholder (the “Custody Agreements”) are not and will not be, as of the date hereof or at the Closing Date, materially be affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “and Related Clarifications. The M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications Clarifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Global Market, or the consummation of the transactions contemplated by the Underwriting Agreement, the Deposit Agreement, the Powers of Attorney and the Custody Agreements. The statements set forth in the Preliminary Prospectus and the Final Prospectus under the captions “Risk Factors – Risks Related to Doing Business in China – The approval of the China Securities Regulatory Commission, or CSRC, may be required in connection with this Agreementoffering under a recently adopted PRC regulation. Any requirement to obtain prior CSRC approval could delay this offering and a failure to obtain this approval, if required, could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs, and may also create uncertainties for this offering,” when taken together with the statements under “Regulation – Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,” are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

M&A Rules. The Company is aware of and has been advised as not an offshore special purpose vehicle directly or indirectly controlled by a PRC resident, citizen or entity. As a result, the Company is not subject to the content of or required to comply with the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, is not required to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure MaterialsRegistration Statement, Registration Statement the Statutory Prospectus and the Prospectus, the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Statutory Prospectus and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and Clarifications do not require the Company to obtain the any other approval of the CSRC prior to the issuance and sale of the Offered SecuritiesFirm Units, the listing and trading of the Offered Securities Firm Units on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange (“SAFE”) on August 8, 2006, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will would not reasonably be expected to be, as of the date hereof or hereof, at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”).; and (ii) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commercefor Market Regulation, the CSRC and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”)) and any official clarifications, guidance, interpretations, implementation rules, revisions in connection with or related thereto, in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (iA) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the The issuance and sale of the Offered Public Securities, the listing and trading of the Offered Public Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (iiB) Except as disclosed in the Disclosure Materials, Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Public Securities, the listing and trading of the Offered Securities Ordinary Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, and will not be at the Closing Date or the Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related ClarificationsClassifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the any other approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in each of the Registration Statement, the General Disclosure Materials, Registration Statement Package and the Prospectus,, the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital NASDAQ Global Market Inc. and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as . As of the date hereof, except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNASDAQ Global Market Inc., or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC China and controlled directly or indirectly by Chinese companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRCChina; the Company has received legal advice specifically with respect to the M&A Rules from its PRC Chinese counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its Chinese counsel to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Power of Attorney (as defined below) and the Custody Agreement (as defined below) are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as . As of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNew York Stock Exchange, or the consummation of the transactions contemplated by this Agreement, the Deposit Agreement, the Power of Attorney or the Custody Agreement. The statements set forth in the Statutory Prospectus included in the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering under a recently adopted PRC regulation,” when taken together with the statements under “Regulation—Regulation of Overseas Listing,” is fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

M&A Rules. The Company is aware of of, and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of the PRC on August 8, 2006, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular including the relevant provisions thereof that which purport to require offshore special purpose vehicles (“SPVs”) formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRCindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the . The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with has communicated such legal advice in full to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Public Securities, the listing and trading of the Offered Securities ADSs on the Nasdaq Capital Market NYSE and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or at the each Closing Date, materially adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8, 2006 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the . The M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities ADSs on the Nasdaq Capital MarketNYSE, or the consummation of the transactions contemplated by this Agreement and the Deposit Agreement.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE on August 8, 2006, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore an overseas special purpose vehicles vehicle formed for the purpose listing purposes through acquisitions of obtaining a stock exchange listing outside of the PRC domestic companies and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their such special purpose vehicle’s securities on a an overseas stock exchange located outside of the PRCexchange; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Pricing Disclosure MaterialsPackage, Registration Statement and the Prospectus, the issuance and sale of the Offered SecuritiesShares and Representative’s Warrants, the listing and trading of the Offered Securities Shares and the Ordinary Shares underlying the Representative’s Warrants on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or hereof, at the Closing Date or Option Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A Rules and Related Clarifications”). (ii) Except as disclosed in the Pricing Disclosure MaterialsPackage, Registration Statement, Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities Shares and the Ordinary Shares underlying the Representative’s Warrants on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.

M&A Rules. The Company is aware of of, and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated on August 8, 2006 by the Ministry of CommerceMOFCOM, the State Assets Supervision and Administration Commission, the State Tax AdministrationAdministration of Taxation, the State Administration of Industry and Commerce, the CSRC and SAFE on August 8SAFE, 2006, and as amended by the MOFCOM on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC ) and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or at the Closing Date, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of (together with the date hereof (collectivelyM&A Rules, the “M&A Rules and Related Clarifications”). (ii) , in particular the relevant provisions thereof that purport to require offshore special purpose vehicles controlled directly or indirectly by PRC-incorporated companies or PRC residents and established for the purpose of obtaining a stock exchange listing outside of the PRC to obtain the approval of the CSRC prior to the listing and trading of their securities on any stock exchange located outside of the PRC. The Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and the Company understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Shares and the Offered Securities, the listing and trading of the ADSs on the NYSE and the consummation of the transactions contemplated under the Transaction Documents, the Registration Statement, the General Disclosure Package and the Final Prospectus are not and will not be, as of the date hereof and on the Closing Date, adversely affected by the M&A Rules and Related Clarifications. Except as disclosed in the Disclosure Materials, Registration Statement, Statement and the Prospectus, as of the date hereofGeneral Disclosure Package, the M&A Rules and Related Classifications did not and Clarifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Shares or the Offered Securities, the listing and trading of the Offered Securities ADSs on the Nasdaq Capital Market, or NYSE and the consummation of the transactions contemplated by this Agreementunder the Transaction Documents, the Registration Statement, the General Disclosure Package and the Final Prospectus.

M&A Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and SAFE the State Administration of Foreign Exchange on August 8, 2006, 2006 and amended by the Ministry of Commerce on June 22, 2009 (2009, including the “M&A Rules”), in particular the relevant provisions thereof that which purport to require offshore special purpose vehicles entities formed for the purpose of obtaining a stock exchange listing outside of the PRC purposes and controlled directly or indirectly by PRC companies or natural persons of the PRC, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on a an overseas stock exchange located outside of the PRC; the exchange. The Company has received legal advice specifically with respect to the M&A PRC Mergers and Acquisitions Rules from its PRC counsel counsel, and based on the Company understands such legal advice. In addition, the Company confirms with has communicated such legal advice in full to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered SecuritiesOffer Shares and the American Depositary Shares, the listing and trading of the Offered Securities American Depositary Shares on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (i) are not and will not be, as of the date hereof or at the each Closing Date, materially as the case may be, adversely affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of the date hereof (collectively, the “M&A PRC Mergers and Acquisitions Rules and Related Clarifications”). (ii) Except as disclosed in the Disclosure Materials, Registration Statement, and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the prior approval of the CSRC prior to the issuance and sale of the Offered Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this AgreementCSRC.

M&A Rules. The Company is aware of and has been advised as to to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC China Securities Regulatory Commission (“CSRC”) and SAFE the State Administration of Foreign Exchange of China on August 8, 2006, and amended on June 22, 2009 2006 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC China and controlled directly or indirectly by PRC companies or natural persons of the PRCpersons, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRCChina; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on the Company understands such legal advice, ; and the Company confirms with has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Underwriters: (i) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the each such director has confirmed that he or she understands such legal advice. The issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital Market New York Stock Exchange and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement are not and will not be, as of the date hereof or hereof, at the Closing DateTime on each Date of Delivery, materially affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules as amended as of Rules, including the date hereof guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). (ii) . Except as disclosed described in the General Disclosure Materials, Registration Statement, Package and the Prospectus, Prospectus and as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Offered Ordinary Shares and the Securities, the listing and trading of the Offered Securities on the Nasdaq Capital MarketNew York Stock Exchange, or the consummation of the transactions contemplated by this Agreement or the Deposit Agreement. The statements set forth in the Statutory Prospectus included in the General Disclosure Package and the Prospectus under the captions “Risk Factors—Risks Related to the Regulation of Our Business—Our failure to obtain the prior approval of the China Securities Regulatory Commission, or the CSRC, for this offering and the listing and trading of our ADSs on the New York Stock Exchange could have a material adverse effect on our business, operating results, reputation and trading price of our ADSs, and may also create uncertainties for this offering,” when taken together with the statements under “Regulation—New M&A Regulations and Overseas Listing,” are fair and accurate summaries of the matters described therein, and (i) no material information has been omitted from such summaries that would make the same misleading, and (ii) nothing has come to the attention of the Company that would lead it to believe that such summary may be misleading in any material respect or that the CSRC is taking any action to require the Company to seek their approval for the consummation of the transactions contemplated under this Agreement or that would otherwise have a Material Adverse Effect.