Common use of Validity of Choice of Law Clause in Contracts

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement is a valid choice of law under the laws of the British Virgin Islands and the PRC and will be honored by courts in the British Virgin Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow Agreement.

Validity of Choice of Law. The choice of the laws law of the State of New York as the governing law of this Agreement and the Escrow Deposit Agreement is a (collectively, the “Transaction Documents”) are valid choice choices of law under the laws of the British Virgin Islands and the PRC Japan and will be honored by courts in Japan, subject to the British Virgin Islands conditions and restrictions described under the caption “Enforceability of Civil Liabilities” in the Registration Statement, the General Disclosure Package and the PRCProspectus and to compliance with relevant civil procedural requirements (which do not involve a re-examination of the merits of the claim) in Japan. The Company has the power to submit, and pursuant to Section 8(g) of this Agreement and Section 7.6 of the Escrow Agreement, Deposit Agreement has legally, validly, effectively and irrevocably submitted, to the non-exclusive personal jurisdiction of each (i) with respect to proceedings arising out of this Agreement, any New York State and or United States Federal federal court sitting located in The the City of New York York, Borough of Manhattan, (each, a “New York Court”), and (ii) and has validly and irrevocably waived with respect to proceedings arising under the Deposit Agreement, any objection to state or federal court in the laying State of venue of any suit, action or proceeding brought in any such court; and the New York. The Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 8(h) of this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Agreement or the offering of the Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 8(g) of this Agreement and the Escrow Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored by courts in the British Virgin Cayman Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized Company Counsel as agent for service of process in any action arising out of or relating to this Agreement, the Escrow AgreementTransaction Documents, any preliminary prospectusPreliminary Prospectus, the Pricing General Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementTransaction Documents.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement is a valid choice of law under the laws of Peru, France, Hong Kong, Macau, the British Virgin Islands and the PRC Islands, and will be honored recognized by courts in Peru, France, Hong Kong, Macau, and the British Virgin Islands Islands. Subject to the procedural requirements and public policy considerations as set forth in applicable provisions of PRC Laws and Regulations relating to the enforceability of foreign court judgments and arbitration awards, the choice of law provisions set forth in this Agreement do not contravene the Laws of the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow AgreementSection 13 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreement, Section 13 hereof has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, or the offering of the Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementSection 13 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Deposit Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored observed and given effect to by courts in the British Virgin Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 9.4 of this Agreement and Section 7.6 of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State state and United States Federal U.S. federal court sitting in the Borough of Manhattan in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, suit action or proceeding brought in any such courtNew York Court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to this Agreement and the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Deposit Agreement or the offering offer and sale of the Offered Securities in any New York Court, and service of process in any manner permitted by applicable laws effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided herein or in this Agreement and the Escrow Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored by courts in the British Virgin Cayman Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Deposit Agreement is a valid choice of law under the laws of the British Virgin Islands Cayman Islands, Hong Kong and the PRC and will be honored by courts in the British Virgin Islands Cayman Islands, Hong Kong and the PRC. The Company has the power to submit, and pursuant to Section 11 of this Agreement and Section 7.6 of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting Court (as defined in The City of New York (each, a “New York Court”Section 11) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 11 of this Agreement and Section 7.6 of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Deposit Agreement, any preliminary prospectus, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, or the offering of the Securities ADS Registration Statement in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement Section 11 hereof and Section 7.6 of the Escrow Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored by courts in the British Virgin Cayman Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow AgreementTransaction Documents, any preliminary prospectusPreliminary Prospectus, the Pricing General Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Securities Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementTransaction Documents.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Deposit Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored [observed and given effect to] by courts in the British Virgin Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures, will be honored by the courts in the PRC. The Company has the power to submit, and pursuant to Section 16 of this Agreement and Section [·] of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 16 of this Agreement and Section [·] of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Deposit Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Statement and the ADS Registration Statement or the offering of the Securities Offered Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementSection 16 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement Agreement, the Indenture and the Escrow Agreement any other Transaction Documents, if applicable, is a valid choice of law under the laws of the Cayman Islands, the British Virgin Islands Islands, Hong Kong, the United Kingdom and the PRC and will be honored by courts in the Cayman Islands, the British Virgin Islands Islands, Hong Kong, the United Kingdom and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow AgreementSection 16 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York (each, a “New York Court”, and together, the “New York Courts”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow AgreementSection 16 hereof, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Agreement or the offering of the Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementSection 16 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Deposit Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored observed and given effect to by courts in the British Virgin Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures, will be observed and given effect by the courts in the PRC. The Company has the power to submit, and pursuant to Section 16 of this Agreement and Section 7.6 of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; , and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section 16 of this Agreement and Section 7.6 of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Deposit Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Statement and the ADS Registration Statement or the offering of the Offered Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementSection 16 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Deposit Agreement is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored recognized and given effect to by the courts of the Cayman Islands and the PRC in any action brought before a court of competent jurisdiction in the British Virgin Cayman Islands and or the PRC. The Company has the power to submit, and pursuant to Section 18 of this Agreement and Section [7.7] of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York State and United States Federal court sitting in The City of New York or The State of New York (as the case may be) (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to Section 18 of this Agreement and Section [7.7] of the Escrow Deposit Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Deposit Agreement, any preliminary prospectus, the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement or the offering of the Securities Shares or the American Depositary Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement Section 18 hereof and Section [7.7] of the Escrow Deposit Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement Transaction Documents is a valid choice of law under the laws of the British Virgin Islands and the PRC and will be honored by courts in the British Virgin Islands and the PRC. The Company has the power to submit, and pursuant to this Agreement and the Escrow Agreementother Transaction Documents, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York State and United States Federal court sitting in The City of New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement and the Escrow Agreementother Transaction Documents, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, Agreement or the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statementother Transaction Documents, or the offering of the Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow Agreementother Transaction Documents.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Escrow Agreement Deposit Agreement, if applicable, is a valid choice of law under the laws of the British Virgin Cayman Islands and the PRC and will be honored by courts in the British Virgin Cayman Islands and, to the extent permitted under the PRC civil law and rules of civil procedures (which do not involve a re-examination of the merits of the claim), will be honored by the courts in the PRC, in each case subject to the Enforceability Exceptions and to the restrictions, principles and conditions described in the Registration Statement, the General Disclosure Package and the PRCProspectus. The Company has the power to submit, and pursuant to Section ‎12 of this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York State and United States Federal state court sitting located in the Borough of Manhattan, in The City of New York York, New York, U.S.A. (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit), action or proceeding brought in any such court; and the Company has the power to designate, appoint and empowerauthorize, and pursuant to Section ‎12 of this Agreement and the Escrow Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, the Escrow Agreement, any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, Agreement or the offering of the Securities Offered ADSs in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement and the Escrow AgreementSection ‎12 hereof.