(aa) SAFE. Each of the Company and the Subsidiaries has taken all necessary steps to
comply with, and to ensure compliance by all of the Companys direct or indirect shareholders who are PRC residents or PRC citizens with any applicable rules and regulations of the State Administration of Foreign Exchange of the PRC (the
SAFE Rules and Regulations), including, without limitation, requesting each shareholder that is, or is directly or indirectly owned or controlled by, a PRC resident or PRC citizen to complete any registration and other procedures
required under applicable SAFE Rules and Regulations.
(bb) NDRC Registration. The Company has completed the filing of foreign debt
with respect to the offering described in the Preliminary Prospectus, the Time of Sale Information and the Prospectus and obtained a certificate on June 23, 2017 from the NDRC evidencing such registration in accordance with the NDRC Notice.
(cc) PRC Mergers and Acquisition Rules. No approvals, consents or authorization are necessary from the China Securities Regulatory
Commission, the Ministry of Commerce or other competent authorities in connection with the issuance and sale of the Securities according to the Provisions on the Mergers with and Acquisitions of Domestic Enterprises by Foreign Investors (2006
Revision) jointly promulgated by six ministries on August 8, 2006 and the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises promulgated by the MOC on August 25, 2011.
(dd) Financial Controls. The Company and its Controlled Entities maintain systems of internal control over financial
reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal
executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in the United States (US GAAP). The Company and its Controlled Entities maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with managements general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in accordance with managements general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses or significant
deficiencies in the Companys internal controls.
(ee) eXtensible Business Reporting Language. The interactive data in
eXtensible Business Reporting Language included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus is prepared in accordance with the Commissions rules and guidelines applicable
(ff) Labor. No material labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the
knowledge of the Company, is threatened.
(gg) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or
any of the Companys directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith, including Section 402
related to loans and Sections 302 and 906 related to certifications.