(JJ)不与制裁法律冲突. Neither the Parent Guarantor nor any of its
subsidiaries, directors, officers or employees, nor, to the knowledge of the Company or the Parent Guarantor, any agent, affiliate or other person associated with, owned or controlled by or acting on behalf of the Parent Guarantor or any of its
subsidiaries is currently the target of any comprehensive sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council
(“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Parent Guarantor or any of its subsidiaries located,
organized or resident in a country or territory that is the target of comprehensive Sanctions, including, without limitation, the Crimea Region of Ukraine, the non-government controlled areas of Zaporizhzhia
and Kherson Regions of Ukraine and any other covered region of Ukraine identified pursuant to Executive Order 14065, the so-called Donetsk People’s Republic, the
so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Parent Guarantor and its subsidiaries will not directly or indirectly use
the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business
with any person or entity that, at the time of such funding or facilitation, is the target of Sanctions except as authorized by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country except as
authorized by applicable Sanctions or (iii) in any other manner that will result in a violation by any person or entity (including any person or entity participating in the transaction, whether as initial purchaser, underwriter, advisor,
investor or otherwise) of Sanctions. For the past five years, the Parent Guarantor and its subsidiaries have not to their knowledge engaged in, are not now to their knowledge engaged in any dealings or transactions with any person or entity that at
the time of the dealing or transaction is or was the subject or the target of Sanctions or with or in any Sanctioned Country.
(KK)
偿付能力。在交割日及交割日之后，公司和母公司担保人（在证券的发行和销售、担保的发行以及
销售时间信息和发行备忘录中所述的其他相关交易生效之后）将具有偿付能力。如本段所用，就特定日期及实体而言，偿付能力一词“指于该日期（i”）（及
现时公平可出售价值）不少于该实体就其现有债务及负债总额支付可能负债所需的总额（包括或有负债），因为它们成为绝对的
和到期; ㈡该实体有能力变现其资产，并在正常业务过程中债务和其他负债、或有义务和承诺到期时偿还这些债务和负债、或有义务和承诺;（iii）假设完成
本协议预期的证券的发行和销售以及担保的发行，销售时间信息和发行
