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 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 the SAFE on August 8, 2006, and as amended by the Ministry of Commerce on June 22, 2009, including the provisions thereof which purport to require offshore special purpose entities formed for listing purposes and controlled directly or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions 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 American Depositary Shares, the listing and trading of the American Depositary Shares on the 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 or at the Closing Date or an Optional Closing Date, as the case may be, materially and adversely affected by the PRC Mergers and Acquisitions Rules and (ii) do not require the prior approval of the CSRC.

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 Commercefor Market Regulation, the CSRC and the SAFE on August 8, 2006, and as amended by the Ministry of Commerce on June 22, 20092009 (the “M&A Rules”) and any official clarifications, including guidance, interpretations, implementation rules, revisions in connection with or related thereto, in particular the relevant provisions thereof which that purport to require offshore special purpose entities vehicles formed for the purpose of obtaining a stock exchange listing purposes outside of the PRC and controlled directly or indirectly by PRC companies or individuals natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas a stock exchange. The exchange located outside of the PRC; the Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions M&A Rules from its PRC counsel, counsel and the Company understands based on such legal advice. In addition, the Company has communicated such legal advice confirms with the Underwriters: (A) Except as disclosed in full to each of its directors that signed the Registration Statement Statement, the Pricing Disclosure Package and each such director has confirmed that he or she understands such legal advice. The the Prospectus, the issuance and sale of the Offered Shares and the American Depositary SharesPublic Securities, the listing and trading of the American Depositary Shares Public Securities on the NYSE Nasdaq Capital 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 or at the Closing Date or an Optional the Option Closing Date, as the case may be, materially and adversely affected by the PRC Mergers and Acquisitions 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 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 prior Company to obtain the approval of the CSRCCSRC prior to the issuance and sale of the Public Securities, the listing and trading of the Ordinary Shares on the Nasdaq Capital Market, or the consummation of the transactions contemplated by this Agreement.