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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC and controlled directly or indirectly by PRC companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Package and the Prospectus, the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the 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, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New 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 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 China Securities Regulatory Commission (“CSRC”) CSRC and the State Administration of Foreign Exchange of China on August 8, 2006 (and amended by the “M&A Rules”)Ministry of Commerce on June 22, in particular 2009, including 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 PRC purposes and controlled directly or indirectly by PRC companies or natural persons, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange located outside of 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 the Company understands such legal advice; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed described in the General Disclosure Package and the Final Prospectus, the issuance and sale of the Ordinary Offer Shares and the SecuritiesAmerican Depositary Shares, the listing and trading of the Securities American Depositary Shares on the New York Stock Exchange NYSE and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement (a) are not and will not be, as of the date hereof, hereof or at the Closing Time on each Date of DeliveryDate, as the case may be, adversely affected by the M&A Rules or any published PRC Mergers and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Acquisitions Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications (b) do not require the Company to obtain the prior approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New 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 China Securities Regulatory Commission (“CSRC”) CSRC and the State Administration of Foreign Exchange of China SAFE on August 8, 2006 2006, as amended (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 PRC companies or natural personspersons 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 the Company understands based on such legal advice; and , the Company has fully communicated such legal advice from its PRC counsel to each of its directors confirms with the Underwriters that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except (i) except as disclosed in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, the issuance and sale of the Ordinary Shares Public Securities and the Representative’s Securities, the listing and trading of the Securities Ordinary Shares on the New York Stock Exchange Nasdaq Capital Market and the consummation of the transactions contemplated by this Agreement and the Deposit Agreement Representative’s Warrants are not and will not benot, as of the date hereof, and will not be, at the Closing Time on each Date of Deliveryor any Option Closing Date, 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, including Rules as amended as of the guidance and notices issued by the CSRC on September 8 and September 21, 2006 date hereof (collectively, the “M&A Rules and Related Clarifications”). Except , (ii) except as disclosed in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares Public Securities and the Representative’s Securities, the listing and trading of the Securities Ordinary Shares on the New York Stock ExchangeNasdaq Capital 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—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 misleadingRepresentative’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 Commerce, the China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC and controlled directly or indirectly by PRC companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock Exchange 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, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as As of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock ExchangeNASDAQ 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—Risks Related Risk Factors Relating to Doing Business in China—The approval of If the China Securities Regulatory Commission, or the CSRC, may be or another PRC regulatory agency, determines that CSRC approval is required in connection with this offering; any requirement to obtain prior CSRC approval could delay , this offering and failure may be delayed or cancelled, or we may become subject 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 acquisitionspenalties,” when taken together with the statements under “RegulationsRegulation—Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign InvestorsM&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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC China and controlled directly or indirectly by PRC Chinese companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of PRCChina; the Company has received legal advice specifically with respect to the M&A Rules from its PRC Chinese counsel and the Company understands such legal advice; and the Company has fully communicated such legal advice from its PRC Chinese counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock Exchange and the consummation of the transactions contemplated by this Agreement Agreement, the Deposit Agreement, the Power of Attorney (as defined below) and the Deposit Custody Agreement (as defined below) are not and will not be, as of the date hereof, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package 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 Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock Exchange, or the consummation of the transactions contemplated by this Agreement Agreement, the Deposit Agreement, the Power of Attorney or the Deposit 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 under 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 acquisitionsrecently adopted PRC regulation,” when taken together with the statements under “RegulationsRegulation—Regulations on Mergers and Acquisitions Regulation of Domestic Enterprises by Foreign InvestorsOverseas Listing,” are is fair and accurate summaries in all material respects of the matters described therein, and no material information nothing has been omitted from such summaries that would make the same misleadingmisleading in any material respect.

M&A Rules. The Company is aware of of, and has been advised as 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 China Securities Regulatory Commission (“CSRC”) CSRC and SAFE, as amended by the State Administration of Foreign Exchange of China MOFCOM on August 8June 22, 2006 2009 (the “M&A Rules”) and any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules (together with the M&A Rules, the “M&A Rules and Related Clarifications”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed 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 and controlled directly or indirectly by PRC companies or natural persons, 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 . 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; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Offered Shares and the Offered Securities, the listing and trading of the Securities ADSs on the New York Stock Exchange NYSE and the consummation of the transactions contemplated by this Agreement under the Transaction Documents, the Registration Statement, the General Disclosure Package and the Deposit Agreement Final Prospectus are not and will not be, as of the date hereof, at hereof and on the Closing Time on each Date of DeliveryDate, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the Registration Statement and the General Disclosure Package and the Prospectus, as of the date hereofPackage, the M&A Rules and Related Classifications Clarifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Offered Shares and or the Offered Securities, the listing and trading of the Securities ADSs on the New York Stock Exchange, or NYSE and the consummation of the transactions contemplated by this Agreement or under the Deposit Agreement. The statements set forth in Transaction Documents, the Statutory Prospectus included in 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 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 misleadingFinal 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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC China and controlled directly or indirectly by PRC companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of PRCChina; 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the 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, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed described in the General Disclosure Package and the Prospectus, Prospectus and as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New 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 Chinathe Regulation of Our Business—The Our failure to obtain the prior 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 for this offering and failure to obtain this approval, if required, the listing and trading of our ADSs on the New York Stock Exchange could have a material adverse effect on our business, results of operations operating results, reputation and reputation, as well as the trading price of our ADSs, and could may 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 “RegulationsRegulation—New M&A Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign InvestorsOverseas Listing,” are fair and accurate summaries in all material respects 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.

M&A Rules. The We have advised 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 China Securities Regulatory Commission (the “CSRC”) and the State Administration of Foreign Exchange of China on August 8, 2006 including the guidance and notices issued by the CSRC on September 8 and September 21, 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 PRC China and controlled directly or indirectly by PRC Chinese companies or natural personsindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange exchanges located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal adviceChina. Except as disclosed in the General Disclosure Package and the Preliminary Prospectus, the issuance and sale of the Ordinary Shares Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the New York Stock Exchange and Nasdaq Global Market 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 Deposit Agreement 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, at the Closing Time on each Date of Delivery, be 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “Related Clarifications. The M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package Clarifications did not and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the New York Stock ExchangeNasdaq Global Market, or the consummation of the transactions contemplated by this Agreement or the Underwriting Agreement, the Deposit Agreement, the Powers of Attorney and the Custody Agreements. The statements set forth in the Statutory Preliminary Prospectus included in the General Disclosure Package and the Final Prospectus under the captions “Risk Factors—Factors – Risks Related to Doing Business in China—China – The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering; any offering 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, results of operations operating results, reputation and reputation, as well as the trading price of our ADSs, and could may 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 Regulation – Provisions Regarding 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 nothing has been omitted from such summaries that would make the same misleadingmisleading 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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC and controlled directly or indirectly by PRC companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the 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, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock ExchangeNYSE, 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 . Any requirement to obtain prior CSRC approval could delay this offering offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations operating results, reputation 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 “RegulationsRegulation—Regulations on Mergers SPV Regulation and Acquisitions of Domestic Enterprises by Foreign InvestorsOverseas 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, 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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC and controlled directly or indirectly by PRC companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the 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 Package and the Prospectus,, the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock Exchange 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, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except As of the date hereof, except as disclosed in each of the 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 Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock ExchangeNASDAQ Global Market Inc., 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 We have advised 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 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 China Securities Regulatory Commission (the “CSRC”) and the State Administration of Foreign Exchange of China on August 8, 2006 including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, 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 PRC China and controlled directly or indirectly by PRC Chinese companies or natural personsindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange exchanges located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal adviceChina. Except as disclosed in the General Disclosure Package and the Preliminary Prospectus, the issuance and sale of the Ordinary Shares Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the New York Stock Exchange and Nasdaq Global Market 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 Deposit Agreement 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, at the Closing Time on each Date of Delivery, be 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “Related Clarifications. The M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package Clarifications did not and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares Offered Securities and the Common Shares underlying the Offered Securities, the listing and trading of the Offered Securities on the New York Stock ExchangeNasdaq Global Market, or the consummation of the transactions contemplated by this Agreement or the Underwriting Agreement, the Deposit Agreement, the Powers of Attorney and the Custody Agreements. The statements set forth in the Statutory Preliminary Prospectus included in the General Disclosure Package and the Final Prospectus under the captions “[Risk Factors—Factors – Risks Related to Doing Business in China—China – The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering; any offering 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, results of operations operating results, reputation and reputation, as well as the trading price of our ADSs, and could may 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 [Regulation – Provisions Regarding 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 nothing has been omitted from such summaries that would make the same misleadingmisleading 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 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 China Securities Regulatory Commission (“CSRC”) CSRC and the State Administration of Foreign Exchange of China on August 8, 2006 (and amended by the “M&A Rules”)Ministry of Commerce on June 22, in particular 2009, including 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 PRC purposes and controlled directly or indirectly by PRC companies or natural persons, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange located outside of 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 the Company understands such legal advice; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Offer Shares and the SecuritiesAmerican Depositary Shares, the listing and trading of the Securities American Depositary Shares on the 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, hereof or at the Closing Time on each Date of Deliveryor an Optional Closing Date, as the case may be, adversely affected by the M&A Rules or any published PRC Mergers and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Acquisitions Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications (ii) do not require the Company to obtain the prior approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New 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, 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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China on August 8, 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 PRC and controlled directly or indirectly by PRC companies or natural persons, to obtain the approval of the CSRC prior to the listing and trading of their securities on stock exchange located outside of 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; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Class A Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock Exchange 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, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as As of the date hereof, the M&A Rules and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Class A Ordinary Shares and the Securities, the listing and trading of the Securities on the New York Stock ExchangeNYSE, 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 — We may be required to obtain 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 before listing and failure to obtain this approval, if required, could have a material adverse effect trading our ADSs 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 acquisitionsNew York Stock Exchange,” when taken together with the statements under “Regulations—— New M&A Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign InvestorsOverseas 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 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 China Securities Regulatory Commission (“CSRC”) CSRC and the State Administration of Foreign Exchange of China SAFE on August 8, 2006 (2006, and as amended by the “M&A Rules”)Ministry of Commerce on June 22, in particular 2009, including 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 PRC purposes and controlled directly or indirectly by PRC companies or natural persons, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange located outside of 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 the Company understands such legal advice; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Offered Shares and the SecuritiesAmerican Depositary Shares, the listing and trading of the Securities American Depositary Shares on the New York Stock Exchange NYSE 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, hereof or at the Closing Time on each Date of Deliveryor an Optional Closing Date, as the case may be, materially and adversely affected by the M&A Rules or any published PRC Mergers and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Acquisitions Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications (ii) do not require the Company to obtain the prior approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New 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 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 China Securities Regulatory Commission (“CSRC”) CSRC and the State Administration of Foreign Exchange of China on August 8, 2006 (and amended on June 22, 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 PRC purposes and controlled directly or indirectly by PRC companies or natural persons, individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange located outside of 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 the Company understands such legal advice; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed described in the General Disclosure Package Time of Sale Prospectus and the Prospectus, the issuance and sale of the Ordinary Shares and the SecuritiesAmerican Depositary Shares, the listing and trading of the Securities American Depositary Shares on the New York Stock Exchange Nasdaq Global Market 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, hereof or at the Closing Time on each Date of Deliveryor an Option Closing Date (as defined in Section 4 and Section 2, respectively), as the case may be, adversely affected by the M&A Rules or any published PRC Mergers and written official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Acquisitions Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications (ii) do not require the Company to obtain the prior approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Securities, the listing and trading of the Securities on the New 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 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 China Securities Regulatory Commission (“CSRC”) and the State Administration of Foreign Exchange of China the PRC on August 8, 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 PRC purposes and controlled directly or indirectly by PRC companies or natural personsindividuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on 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 the Company understands such legal advice; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Shares and the Public Securities, the listing and trading of the Securities ADSs on the New York Stock Exchange 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 hereofhereof or at each Closing Date, at the Closing Time on each Date of Delivery, 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, including the guidance and notices issued by the CSRC on September 8 8, 2006 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the General Disclosure Package and the Prospectus, as of the date hereof, the The M&A Rules did not and Related Classifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Shares and the Offered Securities, the listing and trading of the Securities ADSs on the New York Stock ExchangeNYSE, or the consummation of the transactions contemplated by this Agreement or and 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 of, and has been advised as 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 China Securities Regulatory Commission (“CSRC”) CSRC and SAFE, as amended by the State Administration of Foreign Exchange of China MOFCOM on August 8June 22, 2006 2009 (the “M&A Rules”) and any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules (together with the M&A Rules, the “M&A Rules and Related Clarifications”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed 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 and controlled directly or indirectly by PRC companies or natural persons, 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 . 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; and . In addition, the Company has fully communicated such legal advice from its PRC counsel 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. Except as disclosed in the General Disclosure Package and the Prospectus, the The issuance and sale of the Ordinary Offered Shares and the Offered Securities, the listing and trading of the Securities ADSs on the New York Stock Exchange NYSE and the consummation of the transactions contemplated by this Agreement under the Transaction Documents, the Registration Statement, the General Disclosure Package and the Deposit Agreement Final Prospectus are not and will not be, as of the date hereof, at hereof and on the Closing Time on each Date of DeliveryDate, 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, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”). Except as disclosed in the Registration Statement and the General Disclosure Package and the Prospectus, as of the date hereofPackage, the M&A Rules and Related Classifications Clarifications do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Ordinary Offered Shares and or the Offered Securities, the listing and trading of the Securities ADSs on the New York Stock Exchange, or NYSE and the consummation of the transactions contemplated by this Agreement or under the Deposit Agreement. The statements set forth in Transaction Documents, the Statutory Prospectus included in 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 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 misleadingFinal Prospectus.