Common use of Compliance with Anti-Corruption Laws Clause in Contracts

Compliance with Anti-Corruption Laws. None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, any bribe, rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries nor any director, officersofficer, or employeesagent, oremployee, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, Affiliate or other person associated with or acting on behalf of the Company and the Subsidiaries: or any of its Subsidiaries has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has made, or taken or will take any action in furtherance of of, an offer, payment, promise to pay, pay or authorization or approval of the payment any direct or indirect unlawful payment, giving of money, property, gifts gifts, benefit or anything else of value, directly or indirectly value to any foreign or domestic government or regulatory official (a) government official, (b) government employee including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order to influence official action or secure an improper advantage); (iviii) has made, offered, agreed, requested or taken take an act in furtherance of any unlawful bribe or other unlawful benefitpayment, includingincluding without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefitpayment; or (viv) will useviolated or taken any action, directly or indirectly, the proceeds that would result in a violation by such person of any provision of the offering Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the Offered Securities in furtherance of an offer, payment, promise to payUnited Kingdom, or authorization of the payment any other applicable anti-bribery or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, statute or regulation. The Company and the its Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption laws, and anti-bribery laws. The Company and the Subsidiaries have instituted and maintained and will continue to maintain, maintain and enforce policies and procedures designed to ensure, promote and which are reasonably expected to continue to ensure, continued ensure compliance therewith with all applicable anti-bribery and with anti-corruption laws as well as the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directors, officers, or employees, orits Subsidiaries nor, to the knowledge of the Company’s knowledge, any affiliatedirector, agent or representatives of the Company or any Subsidiaryofficer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company and the Subsidiaries: or any of its Subsidiaries has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has made, or taken or will take any action in furtherance of of, an offer, payment, promise to pay, pay or authorization or approval of the payment any direct or indirect unlawful payment, giving of money, property, gifts gifts, benefit or anything else of value, directly or indirectly value to any foreign or domestic government or regulatory official (a) government official, (b) government employee including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order to influence official action or secure an improper advantage); (iviii) has made, offered, agreed, requested or taken take an act in furtherance of any unlawful bribe or other unlawful benefitpayment, includingincluding without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefitpayment; or (viv) will usetaken any action, directly or indirectly, the proceeds that would result in a violation by such person of any provision of the offering Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the Offered Securities in furtherance of an offer, payment, promise to payUnited Kingdom, or authorization of the payment any other applicable anti-bribery or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, statute or regulation. The Company and the its Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption laws, and anti-bribery laws. The Company and the Subsidiaries have instituted and maintained and will continue to maintain, maintain and enforce policies and procedures designed to ensure, promote and which are reasonably expected to continue to ensure, continued ensure compliance therewith with all applicable anti-bribery and with anti-corruption laws as well as the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries, officers, nor any director or employees, or, to the knowledge of the Company, any affiliate, agent or representatives officer of the Company or any Subsidiaryof its Subsidiaries, acting in their capacity as such, nor, to the best of the Company’s knowledge, any employee, representative, agent, affiliate or other person Person acting on behalf of the Company and the Subsidiaries: or any of its Subsidiaries has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken made or taken, or will take any action make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts gifts, benefit or anything else of value, directly or indirectly value to any foreign or domestic (a) government officialor regulatory official or employee, (b) government employee or employee including of any government-owned or controlled entity or of a public international organization, (c) or any person Person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any applicable law, rule or regulation of the People’s Republic of China (the “PRC”), Hong Kong, or any other applicable anti-bribery or anti-corruption law; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, indirectly use the proceeds of the offering of the Offered Public Securities by the Company hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person Person in violation of any applicable anti-bribery or anti-corruption lawslaw. The Company and its Subsidiaries and affiliates have conducted their business in compliance with applicable anti-bribery and anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce adequate policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, action, suit or proceedings by or before any Governmental Entity or any arbitrator involving the Company or any of the Subsidiaries andwith respect to anti-bribery or anti-corruption laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), ) and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, any bribe, rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;

Compliance with Anti-Corruption Laws. None Except as disclosed in the Company Disclosure Letter, since the Reference Date, neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any officer, director or employee of the Company or of any of its Subsidiaries or any other person acting at the direction of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment payment, giving or giving receipt of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office) to induce such government official to do or omit to do any act in violation of his or her lawful duties, in each case in order to influence official action or secure an secure, obtain or retain business or any other improper advantage; (iviii) has made, offered, agreed, requested agreed or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering sale of the Offered Securities Note in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-corruption laws. The laws (collectively, the “Anti-Corruption Laws”); and the Company and the its Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with Anti- Corruption Laws in all applicable anti-corruption and anti-bribery laws. The Company material respects and the Subsidiaries have instituted Company has established and will continue to maintain, policies and procedures designed to ensure, and maintains the Anti- Corruption Laws compliance policy which are reasonably expected to continue to ensure, continued compliance therewith and with is made publicly available by the representations and warranties contained herein;Company.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries, officers, nor any director or employees, or, to the knowledge of the Company, any affiliate, agent or representatives officer of the Company or any Subsidiaryof its Subsidiaries, acting in their capacity as such, nor, to the best of the Company’s knowledge, any employee, representative, agent, affiliate or other person Person acting on behalf of the Company and the Subsidiaries: or any of its Subsidiaries has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken made or taken, or will take any action make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts gifts, benefit or anything else of value, directly or indirectly value to any foreign or domestic (a) government officialor regulatory official or employee, (b) government employee or employee including of any government-owned or controlled entity or of a public international organization, (c) or any person Person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom, or any applicable law, rule or regulation of the People’s Republic of China (the “PRC”), Hong Kong, or any other applicable anti-bribery or anti-corruption law; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, indirectly use the proceeds of the offering of the Offered Public Securities by the Company hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person Person in violation of any applicable anti-bribery or anti-corruption lawslaw. The Company and its Subsidiaries and affiliates have conducted their business in compliance with applicable anti-bribery and anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce adequate policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, action, suit or proceedings by or before any Governmental Entity or any arbitrator involving the Company or any of the Subsidiaries andwith respect to anti-bribery or anti-corruption laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), ,) and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, any bribe, rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;

Compliance with Anti-Corruption Laws. None Neither the Company nor any of its Controlled Entities or their respective affiliates, nor any director, officer or employee, nor, to the best of the Company’s knowledge, any agent, affiliate, or any Subsidiary or any representative of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person associated with or acting on behalf of the Company and the Subsidiaries: or any of its Controlled Entities or their respective affiliates, (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order ) to influence official action or secure an improper advantage; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption laws; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the this offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The ; and the Company and the Subsidiaries and, to the knowledge of the Company, its other Controlled Entities and affiliates have conducted their businesses in compliance with all applicable anti-corruption laws and anti-bribery laws. The Company and the Subsidiaries have instituted and maintained and will continue to maintain, maintain policies and procedures designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations representation and warranties warranty contained herein;. No investigation, action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to the Anti-Corruption Laws is pending or threatened.

Compliance with Anti-Corruption Laws. None Neither the Company nor any of the Company, Controlled Entities or any Subsidiary or any of their respective directorsaffiliates, officersnor any director, officer or employeesemployee thereof, ornor, to the knowledge of the Company, any agent, affiliate, agent or representatives of the Company or any Subsidiary, representative or other person associated with or acting for or on behalf of the Company and or of any of the Subsidiaries: Controlled Entities or their respective affiliates, has (i) is aware of used or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has made or taken or will make or take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment payment, benefit or giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order including the family members of any such person) to influence official action or secure an improper advantage; (iii) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Criminal Law of China or the PRC Anti-Unfair Competition Law, in each case as amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries andControlled Entities and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures designed to promote and achieve compliance with such laws and with the representations and warranties contained herein. No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to applicable anti-corruption laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of the Company, or any Subsidiary Controlled Entity or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any SubsidiaryControlled Entity, or other person acting on behalf of the Company and the Subsidiaries: Controlled Entities (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, any bribe, rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities Shares in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries Controlled Entities and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries Controlled Entities have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries and Consolidated Affiliated Entities, officers, nor any director or employees, orofficer thereof nor, to the knowledge of the Company’s knowledge, any affiliateemployees, agent or representatives representative of the Company or of any Subsidiaryof its Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an any offer, payment, promise to pay, or authorization or approval of the payment or payment, giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) a “government official” (including any officer, (b) government employee director or employee of any government branch or agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, (c) any or person acting in an official capacity for or on behalf of of, any of the foregoing, ) or (d) political party or official of to any political party or any candidate for any political office, in each case in order other Person to influence official action or secure an improper advantageadvantage or to take any other action in a violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, any regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law in each case as amended from time to time (collectively the “Anti-Corruption Laws”); (iviii) has madetaken or will take any act in furtherance of an offer, offeredpayment, agreedpromise to pay, requested agreement, request, authorization or taken an approval, or any other act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable antiAnti-corruption laws. The Corruption Laws; and the Company and the its Subsidiaries and, to the knowledge of the Company, its other and Consolidated Affiliated Entities and their respective affiliates have each conducted their respective businesses in compliance with all applicable antiAnti-corruption Corruption laws and anti-bribery laws. The Company have instituted, maintained and the Subsidiaries have instituted enforced, and will continue to maintainmaintain and enforce, policies and procedures reasonably designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None Neither the Company nor any of the CompanyControlled Entities, nor any director, officer or any Subsidiary or any of their respective directorsemployee thereof, officers, or employees, ornor, to the knowledge of the Company, any agent, affiliate, agent representative or representatives other person acting for or on behalf of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: Controlled Entities or their respective affiliates (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (iiA) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiB) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order Government Official to influence official action or secure an improper advantageadvantage in violation of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, or the Criminal Law of the PRC, in each case as amended from time to time, or any other applicable anti-corruption or anti-bribery laws (collectively, the “Anti-Corruption Laws”); (ivC) has made, offered, agreed, requested taken or taken an act will take any action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefitpayment; or (vD) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable antiAnti-corruption lawsCorruption Laws. The Company and the Subsidiaries andControlled Entities and their respective affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance with such applicable laws and with the representation and warranty contained herein. No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of its Subsidiaries or their respective directorsaffiliates, officersnor any director or officer thereof, or employees, or, nor to the best knowledge of the Company, any affiliateemployee, agent agent, representative or representatives of the Company or any Subsidiary, or other person acting for or on behalf of the Company and the or of any of its Subsidiaries: , (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used or will use any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an any offer, payment, promise to pay, or authorization or approval of the payment or payment, giving of money, property, gifts gifts, or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) a “government official” (including any officer, (b) government employee director or employee of any government branch or agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, (c) any or person acting in an official capacity for or on behalf of of, any of the foregoing, ) or (d) political party or official of to any political party or any candidate for any political office, in each case in order other Person to influence official action or secure an improper advantageadvantage or to take any other action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, any law, statute, or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery, anti-corruption, or anti-kickback law, statute, regulation, order, decree or directive having the force of law in each case as amended from time to time (collectively the “Anti-Corruption Laws”); (iviii) has madetaken or will take any act in furtherance of an offer, offeredpayment, agreedpromise to pay, requested agreement, request, authorization or taken an approval, or any other act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback, or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable antiAnti-corruption Corruption Laws; and the Company and its Subsidiaries and affiliates have each conducted and will conduct their respective businesses in compliance with applicable Anti-Corruption laws. The No investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company and or any of its Subsidiaries with respect to the Subsidiaries andAnti-Corruption Laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained hereinthreatened;

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries and Affiliated Entities, officersnor any director, officer or employeesemployee acting on the behalf thereof, ornor, to the knowledge of the Company’s knowledge, any affiliate, agent or representatives representative of the Company or of any Subsidiaryof its Subsidiaries and Affiliated Entities, or other person acting on behalf of the Company and the Subsidiaries: has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action on behalf of the Company or its Subsidiaries and Affiliated Entities in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or unlawful payment, giving of unlawful money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office) to induce such government official to do or omit to do any act in violation of his lawful duties, in each case in order to unlawfully influence official action or secure an secure, obtain or retain business or any other improper advantage; (iviii) has made, offered, agreed, requested or taken an act on behalf of the Company or its Subsidiaries and Affiliated Entities in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (viv) will use, directly or knowingly indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any other applicable anti-corruption laws. The laws (collectively, the “Anti-Corruption Laws”); and the Company and the its Subsidiaries and, to the knowledge of the Company, its other affiliates and Affiliated Entities have conducted their businesses in compliance with all applicable antiAnti-corruption Corruption Laws and anti-bribery laws. The Company have instituted, maintained and the Subsidiaries have instituted enforced, and will continue to maintainmaintain and enforce, policies and procedures reasonably designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations and warranties contained herein;; no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries and Affiliated Entities with respect to the Anti-Corruption Laws is pending or, to the Company’s knowledge, threatened.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of its Subsidiaries or Consolidated Affiliated Entities or their respective directorsaffiliates, officersnor any director, officer or employeesemployee thereof, ornor any agent, to the knowledge of the Company, any affiliate, agent representative or representatives of the Company or any Subsidiary, or other person acting for or on behalf of the Company and the Subsidiaries: or of any of its Subsidiaries or Consolidated Affiliated Entities or their respective affiliates, (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used or will use any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an any offer, payment, promise to pay, or authorization or approval of the payment or payment, giving of money, property, gifts gifts, or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) a “government official” (including any officer, (b) government employee director or employee of any government branch or agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, (c) any or person acting in an official capacity for or on behalf of of, any of the foregoing, ) or (d) political party or official of to any political party or any candidate for any political office, in each case in order other Person to influence official action or secure an improper advantageadvantage or to take any other action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, any regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law in each case as amended from time to time (collectively the “Anti-Corruption Laws”); (iviii) has madetaken or will take any act in furtherance of an offer, offeredpayment, agreedpromise to pay, requested agreement, request, authorization or taken an approval, or any other act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback, or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable antiAnti-corruption Corruption Laws; and the Company and its Subsidiaries and Consolidated Affiliated Entities and their respective affiliates have each conducted and will conduct their respective businesses in compliance with applicable Anti-Corruption laws. The No investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries and Consolidated Affiliated Entities with respect to the Subsidiaries andAnti-Corruption Laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries and Affiliated Entities, officers, nor any director or employees, orofficer thereof nor, to the Company’s knowledge of the Companyafter due inquiry, any affiliateemployee, agent agent, affiliate or representatives representative of the Company or of any Subsidiaryof its Subsidiaries and Affiliated Entities, or other person acting on behalf of the Company and the Subsidiaries: has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment payment, giving or giving receipt of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office) to induce such government official to do or omit to do any act in violation of his lawful duties, in each case in order to influence official action or secure an secure, obtain or retain business or any other improper advantage; (iviii) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-corruption laws. The laws (collectively, the “Anti-Corruption Laws”); and the Company and the its Subsidiaries and, to the knowledge of the Company, its other and Affiliated Entities and affiliates have conducted their businesses in compliance with all applicable antiAnti-corruption Corruption Laws and anti-bribery laws. The Company have instituted, maintained and the Subsidiaries have instituted implemented, and will continue to maintainmaintain and implement, policies and procedures reasonably designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None Neither such Selling Shareholder or any of the Companyits subsidiaries, or any Subsidiary director or any officer of their respective directorssuch Selling Shareholder or its subsidiaries, officers, or employees, ornor, to the knowledge of the Companysuch Selling Shareholder, any affiliateof its affiliates, agent any director or representatives officer of the Company such Selling Shareholder’s affiliates, or any Subsidiaryemployee, agent, affiliate or other person acting on behalf of the Company and the Subsidiaries: such Selling Shareholder or any of its subsidiaries or affiliates has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has made, or taken or will take any action in furtherance of of, an offer, payment, promise to pay, or authorization of any direct or approval of the indirect unlawful payment or giving of money, property, gifts or anything else of value, directly or indirectly benefit to any foreign or domestic government or regulatory official (a) government official, (b) government employee including any officer or employee of a government or a government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office); (iii) taken any action, directly or indirectly, that would result in each case a violation by such person of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in order to influence official action International Business Transactions, or secure committed an improper advantageoffence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries and, to the knowledge of the Company, such Selling Shareholder and its other affiliates subsidiaries have conducted their businesses in compliance with all applicable anti-corruption with, and anti-bribery laws. The Company and the Subsidiaries have instituted and maintain and will continue to maintain, maintain and enforce policies and procedures designed to ensureensure compliance with, all applicable anti-bribery and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;anti-corruption laws.

Compliance with Anti-Corruption Laws. None Neither the Company nor any of the CompanyControlled Entities, nor any director, officer or any Subsidiary or any of their respective directorsemployee thereof, officers, or employees, ornor, to the knowledge of the Company, any agent, affiliate, agent representative or representatives other person acting for or on behalf of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: Controlled Entities or their respective affiliates (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (iiA) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiB) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order Government Official to influence official action or secure an improper advantageadvantage in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, or the Criminal Law of the PRC, in each case as amended from time to time, or any other applicable anti-corruption or anti-bribery laws (collectively, the “Anti-Corruption Laws”); (ivC) has made, offered, agreed, requested taken or taken an act will take any action in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (vD) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries andControlled Entities and their respective affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance with such applicable laws and with the representation and warranty contained herein. No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to the Anti-Corruption Laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries and Affiliated Entities, officersnor any director or officer thereof, or employees, ornor, to the best knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person employee acting on behalf of the Company or any of its Subsidiaries or Affiliated Entities or any agent or representative of the Company or of any of its Subsidiaries and the Subsidiaries: Affiliated Entities, has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment payment, giving or giving receipt of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office) to induce such government official to do or omit to do any act in violation of his lawful duties, in each case in order to influence official action action, or secure an secure, obtain or retain business or any other improper advantage; (iviii) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) and neither the Company nor its Subsidiaries and Affiliated Entities will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-corruption laws. The laws (collectively, the “Anti-Corruption Laws”); and the Company and the its Subsidiaries and, to the knowledge of the Company, its other affiliates and Affiliated Entities have conducted their businesses in compliance with all applicable antiAnti-corruption Corruption Laws and anti-bribery laws. The Company have instituted, maintained and the Subsidiaries have instituted enforced, and will continue to maintainmaintain and enforce, policies and procedures reasonably designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations and warranties contained herein;; to the best knowledge of the Company, no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries and Affiliated Entities with respect to the Anti-Corruption Laws is pending or threatened.

Compliance with Anti-Corruption Laws. None of the Company, or any Subsidiary or any of their respective directors, officers, or employees, or, to the knowledge of the Company, any affiliate, agent or representatives of the Company or any Subsidiary, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly to any foreign or domestic (a) government official, (b) government employee or employee of government-owned or controlled entity or of a public international organization, (c) any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, any bribe, rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries, officers, nor any director or employees, or, to the knowledge of the Company, any affiliate, agent or representatives officer of the Company or any Subsidiaryof its Subsidiaries, acting in their capacity as such, nor, to the best of the Company’s knowledge, any employee, representative, agent, Affiliate or other person Person acting on behalf of the Company and the Subsidiaries: or any of its Subsidiaries has (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken made or taken, or will take any action make or take, an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts gifts, benefit or anything else of value, directly or indirectly value to any foreign or domestic (a) government officialor regulatory official or employee, (b) government employee or employee including of any government-owned or controlled entity or of a public international organization, (c) or any person Person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order to influence official action or secure an improper advantage; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, indirectly use the proceeds of the offering of the Offered Public Securities by the Company hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person Person in violation of any applicable anti-bribery or anti-corruption lawslaw. The Company and its Subsidiaries and Affiliates have conducted their business in compliance with applicable anti-bribery and anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce adequate policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No investigation, action, suit or proceedings by or before any Governmental Entity or any arbitrator involving the Company or any of the Subsidiaries andwith respect to anti-bribery or anti-corruption laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of their respective directorsits Subsidiaries, officersnor any director, or employees, orofficer thereof nor, to the knowledge of the Company’s knowledge, any affiliateemployee, agent or representatives representative of the Company or of any Subsidiaryof its Subsidiaries or their respective affiliates, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used or will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment payment, giving or giving receipt of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) a “government official” (including any officer, (b) government employee director or employee of any government branch or agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, (c) any or person acting in an official capacity for or on behalf of of, any of the foregoing, ) or (d) political party or official of to any political party or any candidate for any political office, in each case in order other Person to influence official action or secure an improper advantageadvantage or to take any other action in a violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, any regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law in each case as amended from time to time (collectively the “Anti-Corruption Laws”); (iviii) has madetaken or will take any act in furtherance of an offer, offeredpayment, agreedpromise to pay, requested agreement, request, authorization or taken an approval, or any other act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable antiAnti-corruption laws. The Corruption Laws; and the Company and the each of its Subsidiaries and, to the knowledge of the Company, its other and their respective affiliates have each conducted their respective businesses in compliance with all applicable antiAnti-corruption Corruption laws and anti-bribery laws. The Company have instituted, maintained and the Subsidiaries have instituted enforced, and will continue to maintainmaintain and enforce, policies and procedures reasonably designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None Neither the Company nor any of the Company, Controlled Entities or any Subsidiary or any of their respective directorsaffiliates, officersnor any director, officer or employeesemployee thereof, ornor, to the knowledge of the Company, any agent, affiliate, agent or representatives of the Company or any Subsidiary, representative or other person associated with or acting for or on behalf of the Company and or of any of the Subsidiaries: Controlled Entities or their respective affiliates, has (i) is aware of used or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used will use any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has made or taken or will make or take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment payment, benefit or giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order including the family members of any such person) to influence official action or secure an improper advantage; (iii) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Criminal Law of China or the PRC Anti-Unfair Competition Law, in each case as amended from time to time, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the Subsidiaries andControlled Entities and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures designed to promote and achieve compliance with such laws and with the representations and warranties contained herein. No investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Controlled Entities with respect to applicable anti-corruption laws is pending or, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with all applicable anti-corruption and anti-bribery laws. The Company and the Subsidiaries have instituted and will continue to maintain, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith and with the representations and warranties contained herein;threatened.

Compliance with Anti-Corruption Laws. None of Neither the Company, or any Subsidiary or Company nor any of its Subsidiaries and Consolidated Affiliated Entities or their respective directorsaffiliates, officersnor any director, officer or employees, oremployee thereof nor, to the knowledge of the Company’s knowledge, any affiliate, agent or representatives representative of the Company or of any Subsidiaryof its Subsidiaries and Consolidated Affiliated Entities or their respective affiliates, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used or will use any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an any offer, payment, promise to pay, or authorization or approval of the payment or payment, giving of money, property, gifts gifts, or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) a “government official” (including any officer, (b) government employee director or employee of any government branch or agency, government-owned or controlled entity or of a instrumentality, public international organizationorganization or political party; any political party official or candidate for political office; or any close family member of, (c) any or person acting in an official capacity for or on behalf of of, any of the foregoing, ) or (d) political party or official of to any political party or any candidate for any political office, in each case in order other Person to influence official action or secure an improper advantageadvantage or to take any other action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC, any regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or any other applicable anti-bribery or anti-corruption law in each case as amended from time to time (collectively the “Anti-Corruption Laws”); (iviii) has madetaken or will take any act in furtherance of an offer, offeredpayment, agreedpromise to pay, requested agreement, request, authorization or taken an approval, or any other act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback, or other unlawful or improper payment or benefit; or (viv) will use, directly or indirectly, the proceeds of the offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable antiAnti-corruption laws. The Corruption Laws; and the Company and the its Subsidiaries and, to the knowledge of the Company, its other and Consolidated Affiliated Entities and their respective affiliates have each conducted their respective businesses in compliance with all applicable antiAnti-corruption Corruption laws and anti-bribery laws. The Company have instituted, maintained and the Subsidiaries have instituted enforced, and will continue to maintainmaintain and enforce, policies and procedures reasonably designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations and warranties contained herein;.

Compliance with Anti-Corruption Laws. None Neither the Company nor any of its Subsidiaries or their respective affiliates, nor any director or officer, nor, to the best of the Company’s knowledge, any employee, agent, affiliate, or any Subsidiary representative of or any of their respective directors, officers, other person acting for or employees, or, to the knowledge of the Company, any affiliate, agent or representatives on behalf of the Company or any Subsidiaryof its Subsidiaries or their respective affiliates, or other person acting on behalf of the Company and the Subsidiaries: (i) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, as applicable, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act (2010), and any other applicable anti-bribery or anti-corruption laws, rules or regulations; (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (iiiii) has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly indirectly, to any foreign or domestic (a) “government official, ” (b) government employee including any officer or employee of a government or government-owned or controlled entity Subsidiary or of a public international organization, (c) or any person acting in an official capacity for or on behalf of any of the foregoing, or (d) political party or official of any political party or any party official or candidate for any political office, in each case in order ) to influence official action or secure an improper advantage; (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or has committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption laws; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any bribe, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, directly or indirectly, the proceeds of the this offering of the Offered Securities in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The ; and the Company and the its Subsidiaries and, to the knowledge of the Company, its other and affiliates have conducted their businesses in compliance with all applicable anti-corruption laws and anti-bribery laws. The Company and the Subsidiaries have instituted and maintained and will continue to maintain, maintain policies and procedures designed to ensure, promote and which are reasonably expected to continue to ensure, continued achieve compliance therewith with such laws and with the representations representation and warranties warranty contained herein;. No investigation, action, suit or proceedings by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Subsidiaries with respect to the Anti-Corruption Laws is pending or threatened.