Common use of Offered Securities Clause in Contracts

Offered Securities. All of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Package.

Offered Securities. All At the Closing Time (or Secondary Closing Time, as applicable), all of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to Convertible Notes will be sold hereunder by the Company have been duly authorized and, when issued, executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and delivered and paid for to the Subscriber against payment therefor in accordance with the terms of this Agreement, will be duly executed and delivered, and will constitute the valid and legally binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exception, and will not have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights created under the Issuer’s organizational documents (as adopted on or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel prior to the RepresentativesClosing Date), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument contract to which the Company Issuer is a party or by which it is bound, or under the Company is bound laws of its jurisdiction of incorporation or any statutesorganization, laws rules as the case may be. The Guarantees have been duly authorized by each of the Guarantors and, when the Indenture has been duly executed and regulations applicable delivered by the Guarantors and the Convertible Notes have been duly authorized and executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Company. Neither Subscriber against payment therefor in accordance with the filing terms of this Agreement, will constitute the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued valid and outstanding shares of capital stock legally binding obligations of each of the Company’s subsidiaries have been duly Guarantors entitled to the benefits of the Indenture and validly authorized and issued and are fully paid and nonassessable, andenforceable against each of the Guarantors in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exception. At the Closing Time (or Secondary Closing Time, as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrancesapplicable), all of the Warrants will be duly authorized and when executed by the Issuer and issued and outstanding shares delivered to the Subscriber against payment therefor in accordance with the terms of such stock. Except as described in this Agreement, will be duly executed and delivered, and will constitute the Registration Statement valid and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary legally binding obligations of the Company Issuer and enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exception, and will not have been issued in violation of any shares of preemptive rights created under the capital stock of Issuer’s organizational documents (as adopted on or prior to the Company Closing Date), by any contract to which the Issuer is a party or any by which it is bound, or under the laws of its subsidiaries. The Company has an authorized and outstanding capitalization jurisdiction of incorporation or organization, as set forth in the Registration Statement and the General Disclosure Packagecase may be.

Offered Securities. All The Offered Securities and all other outstanding share capital of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus; all outstanding ordinary shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with the terms of this AgreementAgreement on each Closing Date, will have been validly issued and such Offered Securities will be validly authorized and issued, fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives)non-assessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms conform in all respects to the description thereof of such Offered Securities contained in the Registration Statement and the General Disclosure Package. Except Package and the Final Prospectus; except as otherwise stated disclosed in the Registration Statement and the General Disclosure Package, there are no outstanding rights (including, without limitation, preemptive rights rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other rights to subscribe for equity interest in the Company or to purchaseany of the Controlled Entities, or any restriction upon the voting contract, commitment, agreement, understanding or transfer of, arrangement of any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or kind relating to the registration issuance of any ordinary shares of Common Stock the Company or other any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company. All , when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the issued Underwriters; and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from restrictions on subsequent transfers of such ADSs under the Company or any subsidiary laws of the Company any shares of Cayman Islands, the capital stock of PRC or the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageUnited States.

Offered Securities. All of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, The Notes are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and delivered and paid for to the Subscriber against payment therefor in accordance with the terms of this Agreement, will be duly executed and delivered, and will constitute the valid and legally binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exception, and will not have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights created under the Issuer’s organizational documents (as adopted on or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel prior to the RepresentativesClosing Date), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument contract to which the Company Issuer is a party or by which it is bound, or under the Company is bound laws of its jurisdiction of incorporation or any statutesorganization, laws rules as the case may be. The Guarantee has been duly authorized by each Guarantor and, when the Indenture has been duly executed and regulations applicable to delivered by such Guarantor and the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Notes have been duly authorized and validly authorized executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and are fully paid delivered to the Subscriber against payment therefor in accordance with the terms of this Agreement, will constitute the valid and nonassessable, andlegally binding obligations of such Guarantor entitled to the benefits of the Indenture and enforceable against such Guarantor in accordance with its terms, except as otherwise described that the enforcement thereof may be subject to the Enforceability Exception. The Warrants are duly authorized and when executed by the Issuer and issued and delivered to the Subscriber against payment therefor in accordance with the Registration Statement terms of this Agreement, will be duly executed and delivered, and will constitute the General Disclosure Package valid and legally binding obligations of the Issuer and enforceable against the Issuer in accordance with their terms, except for any directors’ qualifying sharesthat the enforcement thereof may be subject to the Enforceability Exception, the Company owns of record and beneficially, free and clear will not have been issued in violation of any security interestspreemptive rights created under the Issuer’s organizational documents (as adopted on or prior to the Closing Date), claimsby any contract to which the Issuer is a party or by which it is bound, liens, proxies, equities or other encumbrances, all of under the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any laws of its subsidiaries. The Company has an authorized and outstanding capitalization jurisdiction of incorporation or organization, as set forth in the Registration Statement and the General Disclosure Packagecase may be.

Offered Securities. All When the Offered Securities are delivered and paid for in accordance with this Agreement on the Closing Date and any Additional Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities, including the maximum number of additional shares of Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Make-Whole Fundamental Change or Optional Redemption (as each such term is defined in the Indenture) and assuming (x) a single holder of Offered Securities converted all of the Offered Securities, (y) the Company elects, upon such conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full (the “Conversion Shares”), have been duly authorized and reserved for issuance upon such conversion, and when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Circular; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the CompanyCompany are, including and when the outstanding shares Underlying Shares have been issued upon conversion of Common Stockthe Offered Securities in accordance with the terms of the Indenture and the Offered Securities, are duly authorized and the Underlying Shares will be, validly issued, fully paid and nonassessable, non-assessable; the stockholders of the Company have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any no preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel with respect to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder issuance by the Company have been duly authorized and, when issued, delivered and paid for in accordance with of the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of Offered Securities or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives)Underlying Shares, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock none of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Company have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, by the Company owns in violation of record and beneficially, free and clear any preemptive or similar rights of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageholder.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform, in all material respects, to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. The stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive or similar rights or other rights to subscribe for or purchase securities that have not been waived of any security holder of the Company. Except as disclosed in writing (a copy of which has been delivered to counsel to the Representatives)Registration Statement, the General Disclosure Package and the holders thereof Final Prospectus, there are not subject to personal liability by reason no outstanding (A) securities or obligations of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid convertible into or exchangeable for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including (B) warrants, rights or options to subscribe for or purchase from the outstanding Company any such capital stock or any such convertible or exchangeable securities or obligations or (C) obligations of the Company to issue or sell any shares of Common Stock capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, conforms in each case other than the preliminary prospectus referred to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageSection 2(f) hereof, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageFinal Prospectus.

Offered Securities. All of the issued The Offered Securities and all outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of capital stock of the Company have been issued in compliance violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all federal applicable statutory requirements and state with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and will be no outstanding (a), except for an aggregate of 109,608 OP Units issued on August 18, 2017 in connection with a property acquisition, securities lawsor obligations of the Company convertible into or exchangeable for any shares of common stock, were not issued in violation par value $0.001 per share, of the Company (the “Common Stock”) or subject to any preemptive Series A Preferred Stock, (b) warrants, rights or other rights options to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by from the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other Series A Preferred Stock or any such convertible or exchangeable securities of the Company. All of the issued and outstanding shares of capital stock of each of or obligations or (c) except for the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, obligation pursuant to that certain advisory agreement with J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC pursuant to which the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding may issue shares of such stock. Except as described in Common Stock, LTIP units or common stock equivalents (the Registration Statement and the General Disclosure Package“Advisory Payments”), there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary obligations of the Company to issue or sell any shares of the capital stock of the Company Common Stock or Series A Preferred Stock, any such convertible or exchangeable securities or obligations, or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packagesuch warrants, rights or options.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and, including upon the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled "As Adjusted"; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder, the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; except as disclosed in the Registration Statement and the General Disclosure Package. Except Package as otherwise stated in of the Registration Statement Applicable Time and subject to the General Disclosure Packageterms and provisions of the Deposit Agreement, there are no preemptive rights restrictions on transfers of Ordinary Shares represented by the Offered Securities or other rights to subscribe for the Offered Securities under the laws of the Cayman Islands or to purchasethe United States, or any restriction upon as the voting or transfer of, any shares of Common Stock pursuant to case may be; the Company’s charter, Ordinary Shares represented by laws or any agreement or other instrument to which the Offered Securities may be freely deposited by the Company is a party with the Depositary or by which its nominee against issuance of ADRs evidencing the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and, including upon the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled “As Adjusted”; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder, the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; except as disclosed in the Registration Statement and the General Disclosure Package. Except Package as otherwise stated in of the Registration Statement Applicable Time and subject to the General Disclosure Packageterms and provisions of the Deposit Agreement, there are no preemptive rights restrictions on transfers of Ordinary Shares represented by the Offered Securities or other rights to subscribe for the Offered Securities under the laws of the Cayman Islands or to purchasethe United States, or any restriction upon as the voting or transfer of, any shares of Common Stock pursuant to case may be; the Company’s charter, Ordinary Shares represented by laws or any agreement or other instrument to which the Offered Securities may be freely deposited by the Company is a party with the Depositary or by which its nominee against issuance of ADRs evidencing the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of capital shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the terms of this Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been been, validly issued and will be issued, fully paid and nonassessable, will not be conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital shares of the Company, have been issued in violation of or subject to any preemptive or similar rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), any security holder. The Offered Securities and the holders thereof underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to personal liability by reason any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of being such holdersany preemptive right, resale right, right of first refusal or similar right; and the capital stock upon payment of the Companypurchase price in accordance with this Agreement on each Closing Date, including the outstanding shares Depositary or its nominee, as the registered holder of Common Stock and the Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing terms of the Registration Statement nor Deposit Agreement, entitled to all the offering or sale rights of a shareholder conferred by the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration Memorandum and Articles of any shares of Common Stock or other securities Association of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, ; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, warrantsthe PRC or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in compliance violation of any preemptive or similar rights of any securityholder; the forms of certificates used to represent the Offered Securities, if any, comply in all material respects with all federal applicable statutory requirements and state with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (i) securities lawsor obligations of the Company convertible into or exchangeable for any Common Stock of the Company, were not issued in violation of or subject to any preemptive (ii) warrants, rights or other rights options to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by from the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of any such Common Stock or subject to any preemptive rights such convertible or other rights to subscribe for exchangeable securities or purchase securities that will not have been waived in writing obligations or (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock iii) obligations of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms Company to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights issue or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, sell any shares of Common Stock pursuant to the Company’s charterStock, by laws any such convertible or exchangeable securities or obligations, or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts rights or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageoptions.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on the Closing Date, such Offered Shares will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive or similar rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Companysecurity holder. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Subsidiary have been duly authorized and validly authorized and issued and issued, are fully paid and nonassessable, non-assessable and, except as otherwise described to the extent set forth in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying sharesthe Final Prospectus, are owned by the Company owns of record and beneficiallydirectly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interestsinterest, claimsrestriction upon voting or transfer or any other claim of any third party. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants. The Warrant Shares, lienswhen issued and delivered upon exercise of the Warrants and paid for in accordance therewith, proxieswill be validly issued, equities fully paid and nonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other encumbrances, all of similar rights to subscribe for or purchase the issued and outstanding shares of such stockWarrant Shares. Except as described in The Shares (including the Registration Statement Warrant Shares) and the General Warrants, when issued, will conform to the description thereof set forth in or incorporated into the Disclosure Package, there Package and the Prospectus; (i) No Finder’s Fee. There are no optionscontracts, warrants, agreements, contracts agreements or other rights in existence understandings between the Company and any person that would give rise to purchase or acquire from a valid claim against the Company or any subsidiary of the Company any shares of the capital stock of the Company Underwriter for a brokerage commission, finder’s fee or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth other like payment in the Registration Statement and the General Disclosure Packageconnection with this offering.

Offered Securities. (i) All necessary corporate action has been taken or will have been taken prior to the Time of Closing by the issued Corporation so as to validly: (i) issue and outstanding shares of capital stock of sell the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, Unit Shares as fully paid and nonassessablenon-assessable Common Shares; (ii) validly create and issue the Warrants and Broker Warrants; (iii) grant the Over-Allotment Option; (iv) issue the Over-Allotment Units upon valid exercise of the Over-Allotment Option; and (iv) validly create and reserve for issuance the Warrant Shares, have been issued in compliance with all federal Broker Unit Shares, Broker Unit Warrants and state securities lawsBroker Shares. The Offered Securities and Broker Warrants, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessableupon issuance, will not be issued in violation of or subject to any preemptive pre-emptive rights or other contractual rights to subscribe for or purchase securities that issued by the Corporation. (ii) the Unit Shares to be issued and sold have been, or prior to Time of Closing will not be, duly and validly authorized and allotted for issuance by the Corporation and, upon payment of the applicable Offering Price, the Unit Shares will be validly issued as fully paid and non-assessable Common Shares; (iii) the Warrants to be issued and sold have been, or prior to the Time of Closing will be duly and validly authorized and created and, upon receipt by the Corporation of the aggregate Offering Price for the Units, the Warrants will be validly issued; (iv) the Broker Warrants to be issued have been, or prior to the Time of Closing will be, duly and validly authorized and created and when the Broker Warrant Certificates have been waived in writing executed, issued and delivered by the Corporation, the Broker Warrants will be validly issued; (a copy of which will have been delivered to counsel to v) the Representatives), Broker Unit Shares and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock Broker Unit Warrants issuable upon exercise of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Broker Warrants have been duly and validly authorized authorized, created and reserved for issuance, as applicable, and upon due and valid exercise of the Broker Warrants in accordance with its terms, the Broker Unit Shares will be validly issued and are as fully paid and nonassessablenon-assessable Common Shares and the Broker Unit Warrants will be validly issued; (vi) the Warrant Shares and the Broker Shares to be issued and sold have been, or prior to the Time of Closing will be, duly and validly authorized and reserved for issuance and, except as otherwise described in upon due and valid exercise of the Registration Statement Warrants and the General Disclosure Package and except for any directors’ qualifying sharesBroker Unit Warrants, respectively, in accordance with their terms, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement Warrant Shares and the General Disclosure PackageBroker Shares respectively, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized will be validly issued as fully paid and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Package.non- assessable Common Shares;

Offered Securities. All of The Offered Securities, the issued Ordinary Shares and all other outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized; the authorized share capital of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the terms of this Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been been, validly issued and will be issued, fully paid and nonassessable, will not be issued conform to the information in violation the General Disclosure Package and to the description of or subject to any such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel with respect to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holdersOffered Securities; and none of the capital stock outstanding shares of the Company, including the outstanding shares Ordinary Shares to be sold by the Selling Shareholder, have been issued in violation of Common Stock any preemptive or similar rights of any security holder. The Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Island securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing terms of the Registration Statement nor Deposit Agreement, entitled to all the offering or sale rights of a shareholder conferred by the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration Memorandum and Articles of any shares of Common Stock or other securities Association of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, ; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, warrantsthe PRC or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All At the Time of Closing, the issued Offered Securities will have been duly created and outstanding shares authorized by the Fund. At the Time of capital stock of Closing, the CompanyOffered Securities will have been duly created under the Trust Indenture and, including upon the outstanding shares of Common StockFund having received the full purchase price therefor, are be duly authorized and validly issued, issued as fully paid and nonassessable, have been issued in compliance with all federal and state non-assessable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel the Fund entitled to the Representatives)benefits of the Trust Indenture. The Units issuable upon the exercise of the conversion rights pursuant to the Offered Securities will, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for upon their issuance in accordance with the terms of this Agreementthe Trust Indenture, will have been be duly and validly issued and will be as fully paid and nonassessablenon-assessable securities of the Fund having the benefits of the Declaration of Trust. The attributes of the Offered Securities conform (or, will not be issued in violation the case of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy Prospectus Amendment, will, at the time of which will have been delivered to counsel delivery thereof to the Representatives)Underwriters, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms conform) in all material respects to the description thereof in the Registration Statement and Offering Documents. The issuance of the General Disclosure PackageOffered Securities is not subject to any pre-emptive right, right of first refusal or similar right. Except as otherwise stated in No person has any right to require the Registration Statement and qualification for distribution or registration of any securities of the General Disclosure Package, there are no preemptive rights Fund or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of a prospectus, registration statement or similar document with respect thereto under any Applicable Law, in each case in connection with the Registration Statement nor the offering or offer and sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating Offered Securities. Prior to the registration Time of any shares of Common Stock or other securities Closing, the form of the Company. All of certificates for the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Offered Securities will have been duly approved by the Administrator and validly authorized adopted by the Fund and issued will comply with all legal and are fully paid stock exchange requirements and nonassessable, and, except as otherwise described in will not conflict with the Registration Statement and Declaration of Trust or the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageTrust Indenture.

Offered Securities. All The Offered Securities and all outstanding shares of beneficial interest of the issued Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the CompanyCompany are, including and, when the outstanding shares of Common StockOffered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, are duly authorized and such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of beneficial interest of the Company have been issued in compliance violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all federal applicable statutory requirements and state with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, after giving effect to the Formation Transactions, will be no outstanding (a) securities lawsor obligations of the Company convertible into or exchangeable for any beneficial interest of the Company, were not issued in violation of or subject to any preemptive (b) warrants, rights or other rights options to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by from the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of any such beneficial interest or subject to any preemptive rights such convertible or other rights to subscribe for exchangeable securities or purchase securities that will not have been waived in writing obligations or (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock c) obligations of the Company, including the outstanding Company to issue or sell any shares of Common Stock and the Offered Securitiesbeneficial interest, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights any such convertible or other rights to subscribe for exchangeable securities or to purchaseobligations, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts rights or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageoptions.

Offered Securities. All of the The Offered Securities and all other issued and outstanding shares in the share capital of capital stock the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus and, upon (A) the automatic conversion of all of the Company, including the ’s outstanding shares as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of Common Stockthe Firm Securities, are duly the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table labeled “Pro forma” and “Pro forma as adjusted”. All outstanding Ordinary Shares of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, the Offered Shares will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus to the description of such Offered Shares contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Shares; none of the outstanding shares of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; except as disclosed in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageStatement, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities under the laws of the Cayman Islands or the United States, warrants, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of The Offered Securities, the issued Ordinary Shares and all other outstanding shares of capital stock the Company have been duly authorized; the authorized equity capitalization of the Company, including Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockthe Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; no security holder of the Company has any preemptive rights with respect to the Offered Securities, and none of the outstanding shares of the Company has been issued in violation of any preemptive or similar right of any security holder; the Offered Securities and the underlying Ordinary Shares to be issued and sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal U.S. federal, state and state Cayman Islands securities laws, were laws and will not have been issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement on each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing terms of the Registration Statement nor Deposit Agreement, entitled to all the offering or sale rights of a shareholder conferred by the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration Memorandum and Articles of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, Association ; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, warrantsthe PRC or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all outstanding shares of capital stock Securities or other equity interests of the Company, including the outstanding shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issuable upon conversion of the Offered Securities (the “Conversion Securities”), have been duly authorized; the authorized equity capitalization of the Company, including the Securities and the Common Stock, are duly authorized is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding equity interests of the Company are, and (x) the Conversion Securities, when issued upon conversion of the Offered Securities in accordance with the terms of the Certificate of Designations, and (y) the Offered Securities, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, will be, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities (including the Offered Securities) and the Conversion Securities conform in all material respects to be sold hereunder by the information in the General Disclosure Package and to the description of such Securities and Conversion Securities contained in the Final Prospectus; the stockholders of the Company have been duly authorized and, when issued, delivered and paid for in accordance no preemptive or similar rights with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel respect to the Representatives), and Securities or the holders thereof will not be subject to personal liability by reason of being such holdersConversion Securities; and the capital stock none of the Company, including the outstanding shares of Common Stock and have been issued in violation of any preemptive or similar rights of any security holder arising by operation of law, under the Offered Securitiescertificate of incorporation, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights bylaws or other rights to subscribe for or to purchaseorganizational documents, or any restriction upon each as amended as of the voting or transfer ofdate hereof (collectively “Organizational Documents”), any shares of Common Stock pursuant to the Company’s charter, by laws or under any agreement or other instrument to which the Company is a party or otherwise; and except as disclosed in or contemplated by which both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company is bound convertible into or exchangeable for any statutesCommon Stock, laws rules and regulations applicable (b) warrants, rights or options to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights subscribe for or relating to purchase from the registration of Company any such shares of Common Stock or any such convertible or exchangeable securities or obligations, (c) long-term incentive plans, capital share bonus or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement long-term incentive plans or arrangements and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts options or other rights in existence to purchase granted thereunder or acquire from the Company or any subsidiary (d) obligations of the Company to issue or sell any shares of the capital stock of the Company Common Stock, any such convertible or exchangeable securities or obligations, or any of its subsidiariessuch warrants, rights or options. The Company has an authorized and outstanding capitalization as set forth in not, directly or indirectly, offered or sold any of the Registration Statement Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the General Disclosure PackageRules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock shares of the Company, including Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of Common Stockcapital shares of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company do not have, or have waived prior to the date hereof, any preemptive rights with respect to the Securities; and none of the outstanding shares of capital shares of the Company have been issued in violation of any preemptive or similar rights of any security holder. The Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing terms of the Registration Statement nor Deposit Agreement, entitled to all the offering or sale rights of a shareholder conferred by the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration Memorandum and Articles of any shares of Common Stock or other securities Association of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, ; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, subject to the Company owns of record terms and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands or the United States, warrants, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All The Offered Securities, the Warrant Shares and all other outstanding shares of capital stock of the issued Company have been duly authorized; the authorized and outstanding shares of capital stock of the CompanyCompany is as set forth in the Registration Statement, including the Time of Sale Prospectus and the Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement and the Warrants on the First Closing Date and each Option Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; Offered Securities and the Securities to be sold hereunder by the Company have been duly authorized andWarrant Shares, when issued, delivered and paid for will conform in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel all material respects to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof information in the Registration Statement and the General Disclosure Package. Except as otherwise stated Time of Sale Prospectus and to the description of such Offered Securities contained in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing Prospectus; none of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each the Company have been issued in violation of any preemptive rights, rights of first refusal or similar rights of any security holder; the Warrant Shares issuable upon exercise of the Company’s subsidiaries Warrants have been duly and validly authorized and reserved for issuance upon exercise thereof and, when issued and are delivered against payment therefor pursuant to the Warrants, will be validly issued, fully paid and nonassessable; and the Warrant Shares are not and will not be subject to any preemptive rights, and, except rights of first refusal or similar rights of any security holder. Except as otherwise described disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageProspectus, there are no (i) equity or debt securities convertible into or exchangeable or exercisable for, (ii) restrictions upon the voting or transfer of (other than pursuant to Securities Laws (as defined herein)) or (iii) options, warrants, agreementspreemptive rights, contracts rights of first refusal or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company Company, any shares of the capital stock of the Company or any subsidiary of its subsidiariesthe Company. The “Securities Laws” means, collectively, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), the Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or approved by the Public Company has an authorized and outstanding capitalization Accounting Oversight Board (the “PCAOB”) and, as set forth in applicable, the Registration Statement and rules of the General Disclosure PackageNASDAQ Stock Market (the “Exchange Rules”).

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; no security holder of the Company has any preemptive rights with respect to the Offered Securities, and none of the outstanding shares of capital stock of the Company has been issued in violation of any preemptive or similar right of any security holder; the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal U.S. federal, state and state Cayman Islands securities laws, were laws and will not have been issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement on each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing terms of the Registration Statement nor Deposit Agreement, entitled to all the offering or sale rights of a shareholder conferred by the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration Memorandum and Articles of any shares of Common Stock or other securities Association of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, ; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, subject to the Company owns of record terms and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, warrantsthe PRC or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All The Offered Securities and all outstanding shares of beneficial interest of the issued Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the CompanyCompany are, including and, when the outstanding shares of Common StockOffered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, are duly authorized and such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of beneficial interest of the Company have been issued in compliance violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all federal applicable statutory requirements and state with any applicable requirements of the Organizational Documents (as defined below) of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (a) securities lawsor obligations of the Company convertible into or exchangeable for any beneficial interest of the Company, were not issued in violation of or subject to any preemptive (b) warrants, rights or other rights options to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by from the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of any such beneficial interest or subject to any preemptive rights such convertible or other rights to subscribe for exchangeable securities or purchase securities that will not have been waived in writing obligations or (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock c) obligations of the Company, including the outstanding Company to issue or sell any shares of Common Stock and the Offered Securitiesbeneficial interest, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights any such convertible or other rights to subscribe for exchangeable securities or to purchaseobligations, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts rights or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageoptions.

Offered Securities. All of the issued and outstanding shares of the Company have been duly authorized and validly issued without violation of any preemptive right, resale right, right of first refusal or similar right and is fully paid and non-assessable; the Securities have been duly and validly authorized; the authorized share capital stock of the CompanyCompany is as set forth in the Registration Statement, including the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization”; all outstanding shares of Common Stockthe Company are and, are duly authorized when the Securities have been paid for and issued in accordance with this Agreement on the Closing Date, such Securities will have been validly issued, fully paid and nonassessable, have been issued in compliance with all federal non-assessable and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel will conform to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof information in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageStatement, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying sharesthe Prospectus and the description of such Securities contained in the Registration Statement, the General Disclosure Package and the Prospectus in all material respects. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Major Shareholders and Related Party Transactions—Shareholders’ Agreements” or “Memorandum and Articles of Association ―Preemptive or Similar Rights,” the shareholders of the Company owns have no preemptive rights with respect to the Securities, and none of record and beneficiallythe outstanding shares of the Company have been issued in violation of any preemptive, free and clear accretion or similar rights of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stockholder. Except as described in the Registration Statement and the General Disclosure Package, there are no No options, warrants, agreements, contracts warrants or other rights in existence to purchase agreements or acquire from the Company other obligations to issue or rights to convert any subsidiary of the Company any shares of the capital stock of securities or ownership interests in the Company or any of its subsidiaries. The subsidiaries are outstanding except for those issued under the Company has an authorized and outstanding capitalization Share Option Plans or as set forth disclosed in the Registration Statement and Statement, the General Disclosure PackagePackage and the Prospectus under the heading “the Offering” or “Prospectus Supplement Summary―Our Subsidiaries and Key Investees.”

Offered Securities. All of the issued The Offered Securities and all outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel will conform to the Representatives)information in the Registration Statement, the General Disclosure Package and the holders thereof are not subject Prospectus and to personal liability by reason the description of being such holdersOffered Securities contained therein; the Securities to be sold hereunder by shareholders of the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any no preemptive rights or other rights with respect to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing ; none of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each the Company have been issued in violation of any preemptive or similar rights of any security holder; and the forms of certificates used to represent the Offered Securities will comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Company’s subsidiaries have been duly Organizational Documents of the Company and validly authorized and issued and are fully paid and nonassessable, and, except any requirements of the NYSE. Except as otherwise described disclosed in the Registration Statement and Statement, the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageProspectus, there are and will be no options, outstanding warrants, agreements, contracts rights or other rights in existence options to subscribe for or purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock common stock, par value $0.001 per share, of the Company (the “Common Stock”), Series A Preferred Stock or Series B Preferred Stock or any such convertible or exchangeable securities or obligations of its subsidiaries. The the Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageto issue or sell any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized; the authorized and, when issued, delivered and paid for in accordance with the terms share capital of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of the Company are, and, when the Offered Securities have been subscribed, paid-up by way of a payment by the Underwriters or purchasers procured by the Underwriters, in cash of the total (gross) subscription price (i.e., share capital plus share premium) to the bank account of the Company (as evidenced on a bank extract of the Company), less any commissions paid to third parties or fees paid to third parties in respect of the issuance and subscription of the Offered Securities, in accordance with (as the case may be) one or several payment direction letters, and issued under the authorized share capital of the Company in accordance with the articles of association of the Company (as existing from time to time), in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued in accordance with the articles of association of the Company (as existing from time to time), fully paid and nonassessable and will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the existing shareholders of the Company have no preemptive rights with respect to the Offered Securities provided that (i) the Offered Securities are issued by the Board of Directors of the Company (the “Board”) (or a delegate thereof) within the framework and within the limits of the Company’s authorized share capital and (ii) the Board waives, suppresses or limits any preferential of pre-emptive subscription rights of the existing shareholders of the Company; and none of the outstanding shares of the Company have been issued in violation of any preemptive or similar rights of any security holder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (A) securities or obligations of the Company convertible into or exchangeable for any shares of the Company, (B) warrants, rights or options to subscribe for or purchase from the Company any such shares or any such convertible or exchangeable securities or obligations or (C) obligations of the Company to issue or sell any shares, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a) and (e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. All The Offered Securities and all other outstanding shares of capital stock of the issued Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus and, upon (A) the automatic conversion of all of the Company’s outstanding Series A convertible redeemable preferred shares par value $0.0001 per share and the Company’s outstanding Series B convertible redeemable preferred shares par value $0.0001 per share (collectively, the “Preferred Shares”) as described in the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled “As Adjusted”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Common Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities, and none of the outstanding shares of capital stock of the Company, including the outstanding shares Common Shares to be purchased by the Underwriters from the Selling Shareholders, have been issued in violation of any preemptive or similar rights of any security holder, the Offered Securities and the underlying Common StockShares to be sold by the Company, are duly authorized when issued and validly issueddelivered against payment heretofore pursuant to this Agreement, fully paid will not be subject to any security interest, other encumbrance or adverse claims, and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Shares represented by the Offered Securities, conforms will be, subject to the description thereof in terms of the Registration Statement Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares Articles of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which Association of the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, then in effect; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, subject to the Company owns of record terms and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Common Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands or the United States, warrants, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Common Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of The Offered Securities, the Class A Ordinary Shares represented thereby, the Ordinary Shares and all other issued and outstanding shares in the share capital of capital stock the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus and, upon (A) the conversion and re-designation of all of the Company’s issued and outstanding preferred shares into ordinary shares as described in the Registration Statement, including the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table included in the Registration Statement, the General Disclosure Package and the Final Prospectus labeled “Pro forma” and “Pro forma as adjusted.” All issued and outstanding shares in the share capital of Common Stockthe Company are, are duly authorized and, when the Offered Securities have been delivered and the underlying Class A Ordinary Shares have been allotted and issued and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Final Prospectus; there are (A) no outstanding securities issued by the Company (other than the preferred shares described in the Registration Statement, the General Disclosure Package and the Final Prospectus, which shall automatically convert into Class A Ordinary Shares immediately prior to the completion of the offering of the Offered Securities as described in the Registration Statement, the General Disclosure Package and the Final Prospectus) convertible into or exchangeable for, or rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Class A Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Controlled Entities; the shareholders of the Company have no pre-emptive rights with respect to the Offered Securities or Class A Ordinary Shares represented thereby; none of the outstanding shares in the share capital of the Company have been issued in violation of any pre-emptive or similar rights of any security holder; the Offered Securities and the Class A Ordinary Shares represented thereby to be sold by the Company, when issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will be issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), laws and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of any pre-emptive right, resale right, right of first refusal or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holderssimilar right; and the capital stock upon payment of the Companypurchase price in accordance with this Agreement at each Closing Date, including the outstanding shares Depositary or its nominee, as the registered holder of Common Stock and the Class A Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; except as disclosed in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageStatement, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no options, warrants, agreements, contracts restrictions on transfers of the Offered Securities or other rights in existence to purchase the Class A Ordinary Shares represented thereby under the laws of the Cayman Islands or acquire from the United States; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in each of the General Disclosure Package and Final Prospectus, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are ’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and, have been issued except for liens under the Company’s bank credit facility and secured notes disclosed in compliance each of the General Disclosure Package and Final Prospectus (the “Credit Facility”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with all federal any person and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holderssimilar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in any of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageSubsidiaries.

Offered Securities. All The Offered Securities, the Ordinary Shares and all other outstanding share capital of the issued and outstanding shares of capital stock Company will be duly authorized as of the CompanyClosing; the authorized equity capitalization of the Company conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement, including the General Disclosure Package and the Final Prospectus; all outstanding shares Ordinary Shares are, and will be, on each Closing Date, and upon issuance by the Depositary of Common Stockthe Offered Securities to be issued or sold by the Company and the deposit by the Company of the underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, are duly authorized and such Offered Securities will be, on each Closing Date, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued nonassessable and will be fully paid and nonassessable, will not be issued conform in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms all material respects to the description thereof of such Offered Securities or underlying Ordinary Shares, as the case may be, contained in the Registration Statement and the General Disclosure PackageFinal Prospectus. Except as otherwise stated disclosed in the Registration Statement and the General Disclosure Package, there are the Shareholders of the Company have no preemptive pre-emptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant with respect to the Company’s charter, by laws Offered Securities or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules underlying Ordinary Shares and regulations applicable to the Company. Neither the filing none of the Registration Statement nor Offered Securities or the offering underlying Ordinary Shares have been or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration will be issued in violation of any shares pre-emptive right, resale right, right of Common Stock first refusal or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear similar rights of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stockholder. Except as described disclosed in the Registration Statement and the General Disclosure Package, there are no optionsthe Offered Securities to be sold by the Company, warrantswhen issued and delivered against payment therefor pursuant to this Agreement, agreements, contracts or other rights in existence to purchase or acquire from and the underlying Ordinary Shares deposited by the Company with the Depositary in respect thereof, will not be subject to any security interest, other encumbrance or any subsidiary adverse claims. The Ordinary Shares underlying the Offered Securities to be sold by the Company may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the Offered Securities to be sold by the Company, when issued and delivered against payment therefore, will be freely transferable by the Company any shares to or for the account of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageseveral Underwriters.

Offered Securities. All of the The Offered Securities and all other issued and outstanding shares of in the share capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Final Prospectus and, upon (A) the re-designation of ordinary shares and contingently redeemable ordinary shares as described in the Registration Statement, the General Disclosure Package and the Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table labeled “Pro forma” and “Pro forma as adjusted”. All issued and outstanding shares in the share capital of Common Stockthe Company are, are duly authorized and, when the Offered Securities and the underlying Class A Ordinary Shares have been delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been validly issued, fully paid and nonassessablenon-assessable, and will conform to the information in the Registration Statement, the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are (A) no outstanding securities convertible into or exchangeable for, rights, warrants or options to purchase from the Company, or obligations of the Company to issue, Class A Ordinary Shares or any of the share capital of the Company, and (B) no outstanding securities or instruments convertible into or exchangeable for, rights, warrants or options to purchase from any of the Controlled Entities, or obligations of any of the Controlled Entities to issue, any share capital of, or any direct interest in, any of the Controlled Entities; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of share capital of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities and the underlying Class A Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Class A Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company as then in effect; except as disclosed in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageStatement, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Class A Ordinary Shares represented by the Offered Securities or the Class A Ordinary Shares under the laws of the Cayman Islands or the United States, warrants, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued (i) The Offered Securities and all other outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are, and, when issued, the Offered Securities have been delivered and paid for in accordance with the terms of this AgreementAgreement on each Closing Date, such Offered Securities will have been been, validly issued and will be issued, fully paid and nonassessable, nonassessable and will not be issued conform in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel all material respects to the Representatives), information in the General Disclosure Package and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof of such Offered Securities contained in the Registration Statement and Final Prospectus; the General Disclosure Package. Except as otherwise stated in stockholders of the Registration Statement and the General Disclosure Package, there are Company have no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant with respect to the Company’s charter, by laws Offered Securities that have not been duly waived or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules satisfied; and regulations applicable to the Company. Neither the filing none of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each the Company have been issued in violation of any preemptive or similar rights of any security holder. (ii) The Firm Warrants and the Optional Warrants have been duly authorized by the Company and, upon issuance against payment of the applicable consideration set forth herein, will (i) constitute valid and binding obligations of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, andenforceable against the Company in accordance with their terms, except as otherwise described the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, (ii) conform in all material respects to the Registration Statement and description thereof contained in the General Disclosure Package and except Final Prospectus, (iii) be issued in compliance with federal and state securities laws and (iv) be free of statutory and contractual preemptive rights, rights of first refusal and similar rights. (iii) The Warrant Shares have been duly authorized and reserved for any directors’ qualifying sharesissuance pursuant to the terms of the Firm Warrants and the Optional Warrants, and when issued by the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all upon valid exercise of the issued Firm Warrants and outstanding shares the Optional Warrants and payment of such stock. Except the exercise prices therein, as described the case may be, will be validly issued, fully paid and non-assessable, will conform in all material respects to the Registration Statement and description thereof contained in the General Disclosure PackagePackage and Final Prospectus, there are no optionswill be issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized first refusal and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packagesimilar rights.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; under the Second Amended and Restated Shareholders Agreement among the Company and the shareholders party thereto, the Company has granted such shareholders certain pre-emptive rights with respect to issuances of Securities other than the Offered Securities and all such pre-emptive rights shall terminate on the closing of the transaction contemplated hereby; and none of the outstanding shares of capital stock of the Company have been issued in compliance with all federal violation of any preemptive or similar rights of any security holder; the Offered Securities to be issued and state securities lawssold by the Company, when issued and delivered against payment pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holderssimilar right; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof except as disclosed in the Registration Statement and the General Disclosure Package. Except Package as otherwise stated in of the Registration Statement and the General Disclosure PackageApplicable Time, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing restrictions on transfers of the Registration Statement nor Offered Securities under the offering or sale laws of the Securities Cayman Islands or the United States, as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packagecase may be.

Offered Securities. All When the Offered Securities are delivered and paid for in accordance with this Agreement on the Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; assuming the Company satisfies the Share Reservation Condition (as such term is defined in the Indenture), the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities (including the maximum number of additional shares of Common Stock as may be issuable upon conversion as a result of the increase in the Conversion Rate (as such term is defined in the Indenture) in connection with a Make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company satisfies the Share Reservation Condition (as such term is defined in the Indenture), (y) the Company elects, upon each conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full) (the “Conversion Shares”) will be, upon satisfaction of the Share Reservation Condition (as such term is defined in the Indenture), duly authorized and reserved for issuance upon such conversion and such shares, when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Memorandum; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the CompanyCompany are, including and when the outstanding shares Underlying Shares have been issued upon conversion of Common Stockthe Offered Securities in accordance with the terms of the Indenture and the Offered Securities, are duly authorized and the Underlying Shares will be, validly issued, fully paid and nonassessable, non-assessable; the stockholders of the Company have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any no preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel with respect to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder issuance by the Company have been duly authorized and, when issued, delivered and paid for in accordance with of the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of Offered Securities or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives)Underlying Shares, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock none of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Company have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, by the Company owns in violation of record and beneficially, free and clear any preemptive or similar rights of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packageholder.

Offered Securities. All of the issued The Offered Securities and all outstanding shares of capital stock Securities or other equity interests of the Company, including the outstanding shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issuable upon conversion of the Offered Securities (the “Conversion Securities”), have been duly authorized; the authorized equity capitalization of the Company, including the Securities and the Common Stock, are duly authorized is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding equity interests of the Company are, and (x) the Conversion Securities, when issued upon conversion of the Offered Securities in accordance with the terms of the Certificate of Designations, and (y) the Offered Securities, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, will be, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities (including the Offered Securities) and the Conversion Securities conform in all material respects to be sold hereunder by the information in the General Disclosure Package and to the description of such Securities and Conversion Securities contained in the Final Prospectus; the stockholders of the Company have been duly authorized and, when issued, delivered and paid for in accordance no preemptive or similar rights with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel respect to the Representatives), and Securities or the holders thereof will not be subject to personal liability by reason of being such holdersConversion Securities; and the capital stock none of the Company, including the outstanding shares of Common Stock and have been issued in violation of any preemptive or similar rights of any security holder arising by operation of law, under the Offered Securitiescertificate of incorporation, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights bylaws or other rights to subscribe for or to purchaseorganizational documents, or any restriction upon each as amended as of the voting or transfer ofdate hereof (collectively “Organizational Documents”), any shares of Common Stock pursuant to the Company’s charter, by laws or under any agreement or other instrument to which the Company is a party or otherwise; and except as disclosed in or contemplated by which both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company is bound convertible into or exchangeable for any statutesCommon Stock, laws rules and regulations applicable (b) warrants, rights or options to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights subscribe for or relating to purchase from the registration of Company any such shares of Common Stock or any such convertible or exchangeable securities or obligations, (c) long-term incentive plans, capital share bonus or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement long-term incentive plans or arrangements and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts options or other rights in existence to purchase granted thereunder or acquire from the Company or any subsidiary (d) obligations of the Company to issue or sell any shares of the capital stock of the Company Common Stock, any such convertible or exchangeable securities or obligations, or any of its subsidiariessuch warrants, rights or options. The Company has an authorized and outstanding capitalization as set forth in not, directly or indirectly, offered or sold any of the Registration Statement Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the General Disclosure PackageRules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof. The Company has reserved for future issuance a sufficient number of shares of Common Stock to be issued upon conversion of the Offered Securities.

Offered Securities. All The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, conform or will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Common Stock, including the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in each of the General Disclosure Package and Final Prospectus, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are ’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and, have been issued except for liens under the Company’s Revolving Credit Agreement disclosed in compliance each of the General Disclosure Package and Final Prospectus, are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with all federal any person and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holderssimilar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in any of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageSubsidiaries.

Offered Securities. All of The Offered Securities and the issued Offered Shares and all other outstanding shares of capital stock the Company have been duly authorized; the authorized equity capitalization of the Company, including Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockthe Company are and, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to when the Representatives), Offered Securities and the holders thereof are not subject to personal liability by reason of being such holders; the Securities Offered Shares to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with this Agreement and the terms of this Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities and the Offered Shares will have been been, validly issued and will be issued, fully paid and nonassessable, non-assessable and will not be issued conform to the information in violation the General Disclosure Package and to the description of or subject to any such shares and such Offered Securities and Offered Shares contained in the Final Prospectus; the shareholders of the Company have no preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel with respect to the Representatives), Offered Securities and the holders thereof will not be subject to personal liability by reason Offered Shares and none of being such holders; and the capital stock outstanding shares of the Company, including the outstanding shares Class A Ordinary Shares to be sold by the Selling Shareholder, have been issued in violation of Common Stock any preemptive or similar rights of any security holder; the Offered Securities and the Offered SecuritiesShares to be sold by the Company, conforms when issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims and will have been issued in compliance with all U.S. federal (“Federal”) and state securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Offered Shares, will be, subject to the description thereof in terms of the Registration Statement Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares Articles of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which Association of the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, then in effect; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of the Offered Shares or the Offered Securities under the laws of the Cayman Islands, warrantsthe People’s Republic of China (“PRC”) or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Offered Shares may be freely deposited by the Company or any subsidiary the Selling Shareholder, as the case may be, with the Depositary or its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All The Offered Securities and the Offered Shares and all other outstanding shares of capital stock of the issued Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of capital stock of the Company are and, when the Offered Securities and the Offered Shares to be sold by the Company have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, the Offered Securities and the Offered Shares will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such shares of capital stock and such Offered Securities and Offered Shares contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities and the Offered Shares, and none of the outstanding shares of capital stock of the Company, including the outstanding shares Common Shares to be sold by the Selling Shareholders, have been issued in violation of Common Stockany preemptive or similar rights of any security holder; the Offered Securities and the Offered Shares to be sold by the Company, are duly authorized when issued and validly issueddelivered against payment therefor pursuant to this Agreement, fully paid will not be subject to any security interest, other encumbrance or adverse claims, and nonassessable, will have been issued in compliance with all federal and state securities laws, were laws and will not have been issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Offered Shares, will be, subject to the terms of this the Deposit Agreement, will have been validly issued entitled to all the rights of a shareholder conferred by the Memorandum and will be fully paid and nonassessable, will not be issued in violation Articles of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock Association of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof Company as then in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, effect; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, subject to the Company owns of record terms and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of the Offered Shares or the Offered Securities under the laws of the Cayman Islands, warrantsthe PRC or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; and the Offered Shares may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All At the Time of Closing, the issued Offered Securities will have been duly created and outstanding shares authorized by the Fund. At the Time of capital stock of Closing, the CompanyOffered Securities will have been duly created under the Trust Indenture and, including upon the outstanding shares of Common StockFund having received the full purchase price therefor, are be duly authorized and validly issued, issued as fully paid and nonassessable, have been issued in compliance with all federal and state non-assessable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel the Fund entitled to the Representatives)benefits of the Trust Indenture. The Units issuable upon the exercise of the conversion rights pursuant to the Offered Securities will, and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for upon their issuance in accordance with the terms of this Agreementthe Trust Indenture, will have been be duly and validly issued and will be as fully paid and nonassessablenon-assessable securities of the Fund having the benefits of the Declaration of Trust. The attributes of the Offered Securities conform (or, will not be issued in violation the case of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy Prospectus Amendment, will, at the time of which will have been delivered to counsel delivery thereof to the Representatives)Underwriters, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms conform) in all material respects to the description thereof in the Registration Statement and Offering Documents. The issuance of the General Disclosure PackageOffered Securities is not subject to any preemptive right, right of first refusal or similar right. Except as otherwise stated in No person has any right to require the Registration Statement and qualification for distribution or registration of any securities of the General Disclosure Package, there are no preemptive rights Fund or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of a prospectus, registration statement or similar document with respect thereto under any Applicable Law, in each case in connection with the Registration Statement nor the offering or offer and sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating Offered Securities. Prior to the registration Time of any shares of Common Stock or other securities Closing, the form of the Company. All of certificates for the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Offered Securities will have been duly approved by the Administrator and validly authorized adopted by the Fund and issued will comply with all legal and are fully paid stock exchange requirements and nonassessable, and, except as otherwise described in will not conflict with the Registration Statement and Declaration of Trust or the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageTrust Indenture.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when issued, the Firm Securities have been delivered and paid for in accordance with this Agreement on the terms of this AgreementFirst Closing Date and, will if applicable, the Optional Securities have been validly issued delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid paid, and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel conform to the Representatives), information in the General Disclosure Package and to the holders thereof will not be subject to personal liability by reason description of being such holdersFirm Securities and Optional Securities contained in the Final Prospectus; and the capital stock of the Company’s common stock, including par value $0.01 per share (the outstanding shares of “Common Stock and the Offered SecuritiesStock”), conforms to the description thereof in the Registration Statement General Disclosure Package and the General Disclosure Package. Except as otherwise stated in Final Prospectus; the Registration Statement description of the Offered Securities will conform to the terms of the articles supplementary setting forth the rights and preferences of the General Disclosure Package, there are Series A Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant with respect to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules Offered Securities; and regulations applicable to the Company. Neither the filing none of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Company have been duly and validly authorized and issued and are fully paid and nonassessable, and, except in violation of any preemptive or similar rights of any security holder. Except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageFinal Prospectus, there are no options, warrants, agreements, contracts outstanding (a) securities or other rights in existence to purchase or acquire from the Company or any subsidiary obligations of the Company convertible into or exchangeable for any shares of the capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of its subsidiaries. The the Company has an authorized and outstanding capitalization to issue or sell any shares of capital stock, partnership interests or membership interests, as set forth in the Registration Statement and the General Disclosure Packageapplicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and, upon (A) the automatic conversion of all of the Company’s outstanding Series A preferred shares, including Series B preferred shares and Series C preferred shares, in each case par value $0.005 per share (collectively, the “Preferred Shares”) as described in the General Disclosure Package as of the Applicable Time and the Registration Statement and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled “As Adjusted”; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder, the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; except as disclosed in the Registration Statement and the General Disclosure Package. Except Package as otherwise stated in of the Registration Statement Applicable Time and subject to the General Disclosure Packageterms and provisions of the Deposit Agreement, there are no preemptive rights restrictions on transfers of Ordinary Shares represented by the Offered Securities or other rights to subscribe for the Offered Securities under the laws of the Cayman Islands or to purchasethe United States, or any restriction upon as the voting or transfer of, any shares of Common Stock pursuant to case may be; the Company’s charter, Ordinary Shares represented by laws or any agreement or other instrument to which the Offered Securities may be freely deposited by the Company is a party with the Depositary or by which its nominee against issuance of ADRs evidencing the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package under the caption “Capitalization”; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the description of the Common Stock contained in the General Disclosure Package and the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the issuance of the Offered Securities by the Company; and none of the outstanding shares of capital stock of the Company have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive or similar rights or other rights to subscribe for or purchase securities that have not been waived of any security holder of the Company. Except as disclosed in writing (a copy of which has been delivered to counsel to the Representatives)Registration Statement, the General Disclosure Package and the holders thereof Final Prospectus, there are not subject to personal liability by reason no outstanding (A) securities or obligations of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid convertible into or exchangeable for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including (B) warrants, rights or options to subscribe for or purchase from the outstanding Company any such capital stock or any such convertible or exchangeable securities or obligations or (C) obligations of the Company to issue or sell any shares of Common Stock capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, conforms in each case other than the preliminary prospectus referred to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageSection 2(a)(iv) hereof, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying sharesthe Final Prospectus and, in connection with the Directed Share Program described in Section 4, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all enrollment materials prepared by the Designated Underwriter (as defined in Section 4) on behalf of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageCompany.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the CompanyCompany and ▇▇▇▇ ▇▇ have been duly authorized; the authorized equity capitalization of the Company and ▇▇▇▇ ▇▇ is as set forth in the Registration Statement, including the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company and ▇▇▇▇ ▇▇ are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the Registration Statement, the General Disclosure Package and the Final Prospectus; the stockholders of the Company and ▇▇▇▇ ▇▇ have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any no preemptive rights or other rights with respect to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement ; and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing none of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each the Company or ▇▇▇▇ ▇▇ have been issued in violation of any preemptive or similar rights of any security holder of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except Company or ▇▇▇▇ ▇▇. Except as otherwise described disclosed in the Registration Statement and Statement, the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageFinal Prospectus, there are no options, warrants, agreements, contracts outstanding (i) securities or other rights in existence to purchase or acquire from obligations of the Company or ▇▇▇▇ ▇▇ convertible into or exchangeable for any subsidiary of the Company any shares of the capital stock of the Company or ▇▇▇▇ ▇▇, (ii) warrants, rights or options to subscribe for or purchase from the Company or ▇▇▇▇ ▇▇ any such capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of its subsidiariesthe Company or ▇▇▇▇ ▇▇ to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has an authorized and outstanding capitalization as set forth ▇▇▇▇ ▇▇ have not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the Registration Statement and offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof, the General Disclosure PackagePackage and the Final Prospectus.

Offered Securities. All of the issued The Offered Securities and all outstanding shares of capital stock of the Company have been duly authorized by the Company; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the implementation of the capital increase with respect to the Shares has been registered with the Commercial Register at the local court, and the Offered Securities have been delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, the Shares will have been, validly issued, fully paid and nonassessable, will be freely transferable under the Company’s articles of association and under applicable German law, will have equal rights and be fully fungible with the outstanding shares of capital stock of the Company and the Offered Securities will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in compliance with all federal and state securities laws, were violation of any preemptive or similar rights of any security holder of the Company. The Company has not issued made any prohibited repayments within the meaning of Section 57 AktG or has otherwise acted in violation of or subject to any preemptive rights or other rights to subscribe Section 57 AktG. The authorized capital used for or purchase securities that have not been waived in writing the issuance of the Offered Securities (a copy of which the “Authorized Capital”) has been delivered duly and validly resolved by the annual shareholders’ meeting (Hauptversammlung) of the Company on May 14, 2021 and validly registered with the Commercial Register. There is no litigation pending to counsel to contest the Representativesshareholders’ resolution on the Authorized Capital (Anfechtungs- oder Nichtigkeitsklagen) or prevent a capital increase out of the Authorized Capital (Unterlassungs- oder Feststellungsklage). Except as disclosed in the Registration Statement, the General Disclosure Package and the holders thereof Final Prospectus, there are not subject to personal liability by reason no outstanding (A) securities or obligations of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid convertible into or exchangeable for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including (B) warrants, rights or options to subscribe for or purchase from the outstanding Company any such capital stock or any such convertible or exchangeable securities or obligations or (C) obligations of the Company to issue or sell any shares of Common Stock capital stock, any such convertible or exchangeable securities or obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any “offer” (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, conforms in each case other than the preliminary prospectus referred to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure PackageSection 2(a) hereof, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageFinal Prospectus.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company, including Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. The Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws, were laws and not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; except as disclosed in the Registration Statement and the General Disclosure Package. Except Package as otherwise stated in of the Registration Statement Applicable Time and subject to the General Disclosure Packageterms and provisions of the Deposit Agreement, there are no preemptive rights restrictions on transfers of Ordinary Shares represented by the Offered Securities or other rights to subscribe for the Offered Securities under the laws of the Cayman Islands or to purchasethe United States, or any restriction upon as the voting or transfer of, any shares of Common Stock pursuant to case may be; the Company’s charter, Ordinary Shares represented by laws or any agreement or other instrument to which the Offered Securities may be freely deposited by the Company is a party with the Depositary or by which its nominee against issuance of ADRs evidencing the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All When the Offered Securities are delivered and paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, Underlying Shares or a combination thereof, at the Company’s election, in accordance with the terms of the Indenture; any Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorized and reserved for issuance upon such conversion, conform to the information in the General Disclosure Package and to the description of such Underlying Shares contained in the Final Prospectus; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are, and when issued upon conversion any Underlying Shares will be validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities or any Underlying Shares, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in each of the General Disclosure Package and Final Prospectus, there are no outstanding subscription rights, warrants, options, calls, convertible securities, commitments of sale or rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, are ’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessablenonassessable and, have been issued except for liens under the Company’s bank credit facility and secured notes disclosed in compliance each of the General Disclosure Package and Final Prospectus (the “Credit Facility”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with all federal any person and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holderssimilar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in any of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageSubsidiaries.

Offered Securities. All of The Offered Securities, the issued Ordinary Shares and all other outstanding shares of capital stock the Company have been duly authorized; the authorized equity capitalization of the Company, including Company is as set forth in the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockthe Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; no security holder of the Company has any preemptive rights with respect to the Offered Securities, and none of the outstanding shares of the Company has been issued in violation of any preemptive or similar right of any security holder; the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal U.S. federal, state and state Cayman Islands securities laws, were laws and will not have been issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement on each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing terms of the Registration Statement nor Deposit Agreement, entitled to all the offering or sale rights of a shareholder conferred by the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration Memorandum and Articles of any shares of Common Stock or other securities Association of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, ; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands, warrantsthe PRC or the United States, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All The Indenture has been duly authorized. The Offered Securities have been duly authorized; the authorized equity capitalization of the Company conforms as to legal matters in all material respects to the description thereof set forth in the General Disclosure Package and the Final Prospectus; when the Offered Securities are delivered and paid for by the Underwriters pursuant to this Agreement on the First Closing Date and each Optional Closing Date, the Indenture will have been duly executed and delivered by the Company, such Offered Securities will have been duly executed, issued and outstanding shares of capital stock delivered and will conform to the description thereof contained in the General Disclosure Package, the Final Prospectus and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, including enforceable in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Ordinary Shares outstanding shares prior to the issuance of Common Stock, are the Ordinary Shares to be issued upon conversion of the Offered Securities have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable; except as disclosed in the General Disclosure Package and the Final Prospectus, have been issued in compliance with all federal and state securities lawsthere are no outstanding rights (including, were not issued in violation of without limitation, preemptive rights), warrants or subject options to acquire, or instruments convertible into or exchangeable for, any preemptive rights ordinary shares or other rights to subscribe for equity interest in the Company or purchase securities that have not been waived in writing (a copy any of which has been delivered to counsel the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the Representatives)issuance of any ordinary shares of the Company or any such Controlled Entity, and any such convertible or exchangeable securities or any such rights, warrants or options; except as set forth in the holders thereof are not subject to personal liability by reason of being such holders; Indenture, the Securities to be sold hereunder Ordinary Shares represented by the Company have been duly authorized andADSs, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation delivered upon conversion of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or will be free of any restriction upon the voting or transfer ofthereof, any shares of Common Stock pursuant to except as set forth in the Company’s charter, by laws constitutive documents or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules party. Upon issuance and regulations applicable to the Company. Neither the filing delivery of the Registration Statement nor Offered Securities in accordance with this Agreement and the offering or sale Indenture, the Offered Securities will be convertible at the option of the Securities as contemplated by this Agreement gives rise to any rights for or relating to holder thereof into ADSs representing Ordinary Shares in accordance with the registration of any shares of Common Stock or other securities terms of the CompanyOffered Securities. All The maximum number of Ordinary Shares issuable upon conversion of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Offered Securities have been duly and authorized and, when issued upon conversion of the Offered Securities, will be validly authorized and issued and are issued, fully paid and nonassessable, and, except as otherwise described non-assessable and will conform to the description thereof contained in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying sharesthe Final Prospectus, and the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares issuance of such stock. Except as described in the Registration Statement and the General Disclosure PackageOrdinary Shares will not be subject to any preemptive rights, there are no optionsresale rights, warrants, agreements, contracts rights of first refusal or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure Packagesimilar rights.

Offered Securities. All of The Offered Securities, the issued Underlying Shares and all other outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Initial Registration Statement, including the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities and the Underlying Shares will have been, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel such Offered Securities and the Underlying Shares will conform to the Representatives)information in the Initial Registration Statement, the General Disclosure Package and the holders thereof are not subject Final Prospectus and to personal liability by reason the description of being such holdersOffered Securities and the Underlying Shares contained in the Final Prospectus; the Securities to be sold hereunder by shareholders of the Company have been duly authorized and, when issued, delivered and paid for in accordance no preemptive or similar rights with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel respect to the Representatives), and Offered Securities or the holders thereof will not be subject to personal liability by reason of being such holdersUnderlying Shares; and the capital stock none of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries Company have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for violation of any directors’ qualifying shares, the Company owns of record and beneficially, free and clear preemptive or similar rights of any security interestsholder. The Offered Securities and the Underlying Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, liens, proxies, equities or other encumbrances, all . Upon payment of the issued purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Underlying Shares, will be, subject to the terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and outstanding shares Articles of such stock. Except as described in the Registration Statement Association and the General Disclosure Package, there are no options, warrants, agreements, contracts Underlying Shares may be freely deposited with the Depositary or other rights in existence to purchase or acquire from the Company or any subsidiary its nominee against issuance of the Company any shares of ADSs as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued and outstanding shares of capital stock of the Company, including the outstanding shares of Common Stock, The Convertible Notes are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and delivered and paid for to the Subscriber against payment therefor in accordance with the terms of this Agreement, will be duly executed and delivered, and will constitute the valid and legally binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exception, and will not have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights created under the Issuer’s organizational documents (as adopted on or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel prior to the RepresentativesClosing Date), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument contract to which the Company Issuer is a party or by which it is bound, or under the Company is bound laws of its jurisdiction of incorporation or any statutesorganization, laws rules as the case may be. The Guarantees have been duly authorized by each of the Guarantors and, when the Indenture has been duly executed and regulations applicable delivered by the Guarantors and the Convertible Notes have been duly authorized and executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Company. Neither Subscriber against payment therefor in accordance with the filing terms of this Agreement, will constitute the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued valid and outstanding shares of capital stock legally binding obligations of each of the Company’s subsidiaries have been duly Guarantors entitled to the benefits of the Indenture and validly authorized and issued and are fully paid and nonassessable, andenforceable against each of the Guarantors in accordance with their terms, except as otherwise described in that the Registration Statement and enforcement thereof may be subject to the General Disclosure Package and except for any directors’ qualifying shares, Enforceability Exception. At the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrancesClosing Time, all of the Warrants will be duly authorized and when executed by the Issuer and issued and outstanding shares delivered to the Subscriber against payment therefor in accordance with the terms of such stock. Except as described in this Agreement, will be duly executed and delivered, and will constitute the Registration Statement valid and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary legally binding obligations of the Company Issuer and enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exception, and will not have been issued in violation of any shares of preemptive rights created under the capital stock of Issuer’s organizational documents (as adopted on or prior to the Company Closing Date), by any contract to which the Issuer is a party or any by which it is bound, or under the laws of its subsidiaries. The Company has an authorized and outstanding capitalization jurisdiction of incorporation or organization, as set forth in the Registration Statement and the General Disclosure Packagecase may be.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of the Company have been duly authorized; the authorized share capital stock of the CompanyCompany is as set forth in the General Disclosure Package and the Final Prospectus and, including upon the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding share capital as set forth under the columns of the Capitalization table labeled “As Adjusted”. All outstanding shares of Common Stockthe Company are, are duly authorized and, when the Offered Securities and the underlying Ordinary Shares have been delivered and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights or have waived such rights with respect to the Offered Securities; none of the outstanding shares of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), laws and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holderssimilar right; and the capital stock upon payment of the Companypurchase price in accordance with this Agreement at each Closing Date, including the outstanding shares Depositary or its nominee, as the registered holder of Common Stock and the Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof in terms of the Registration Statement Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares Articles of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which Association of the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, then in effect; except as otherwise described disclosed in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Ordinary Shares under the laws of the Cayman Islands or the United States, warrants, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; and the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the CompanyCompany have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, including the General Disclosure Package and the Final Prospectus; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, have been issued will conform to the information in compliance with all federal the General Disclosure Package and state securities laws, were not issued to the description of such Offered Securities contained in violation the Final Prospectus; no security holder of or subject to the Company has any preemptive rights or other rights with respect to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration Statement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing none of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each the Company has been issued in violation of any preemptive or similar right of any security holder; the Offered Securities and the underlying Class A Ordinary Shares to be sold by the Company’s subsidiaries , when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will not have been duly and validly authorized and issued and are fully paid and nonassessablein violation of any preemptive right, andresale right, right of first refusal or similar right; except as otherwise described disclosed in the Registration Statement and Statement, the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record Final Prospectus and beneficially, free subject to the terms and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all provisions of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure PackageDeposit Agreement, there are no optionsrestrictions on transfers of Class A Ordinary Shares represented by the Offered Securities or the Offered Securities under the laws of the Cayman Islands or the United States or the PRC Laws and Regulations, warrants, agreements, contracts or other rights in existence to purchase or acquire from as the case may be; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company with the Depositary or any subsidiary its nominee against issuance of ADRs evidencing the Company any shares of Offered Securities as contemplated by the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.

Offered Securities. All of the issued The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package and, upon (A) the automatic conversion of all of the Company's outstanding Series A preferred shares par value $0.001 per share (collectively, including the "PREFERRED SHARES") as described in the General Disclosure Package as of the Applicable Time and the Registration Statement and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the column of the Capitalization table labeled "As Adjusted"; all outstanding shares of Common Stockcapital stock of the Company are, are duly authorized and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Securities, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder, the Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights right, resale right, right of first refusal or other rights to subscribe for or similar right; upon payment of the purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for price in accordance with this Agreement at each Closing Date, the terms of this AgreementDepositary or its nominee, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to as the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock registered holder of the Company, including the outstanding shares of Common Stock and Ordinary Shares represented by the Offered Securities, conforms will be, subject to the description thereof terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company; except as disclosed in the Registration Statement and the General Disclosure Package. Except Package as otherwise stated in of the Registration Statement Applicable Time and subject to the General Disclosure Packageterms and provisions of the Deposit Agreement, there are no preemptive rights restrictions on transfers of Ordinary Shares represented by the Offered Securities or other rights to subscribe for the Offered Securities under the laws of the Cayman Islands or to purchasethe United States, or any restriction upon as the voting or transfer of, any shares of Common Stock pursuant to case may be; the Company’s charter, Ordinary Shares represented by laws or any agreement or other instrument to which the Offered Securities may be freely deposited by the Company is a party with the Depositary or by which its nominee against issuance of ADRs evidencing the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Company owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the issued and outstanding shares of such stock. Except as described in the Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any of its subsidiaries. The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the General Disclosure PackageDeposit Agreement.