Common use of Employee Benefit Plans and Compensation; Employment Matters Clause in Contracts

Employee Benefit Plans and Compensation; Employment Matters. (a) Each of the Target and Yiyueqiji has made available to Purchaser: (i) correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement including all amendments thereto and copies of all forms of agreement and enrollment used in connection therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and (iv) all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target or Yiyueqiji. (b) Each of the Target and Yiyueqiji has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target or Yiyueqiji, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target or Yiyueqiji, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination - 19 - event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Target or Yiyueqiji threatened, by any Governmental Body. (c) Except as set forth in the Target Disclosure Statement, the execution of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Each of the Target and Yiyueqiji: (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through the date of the Agreement; and (vi) represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health. (e) No work stoppage, labour strike or other “concerted action” involving Employees against the Target or Yiyueqiji is pending or, to the knowledge of the Target or Yiyueqiji, threatened. Neither the Target or Yiyueqiji is involved in nor, to the knowledge of the Target or Yiyueqiji, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target or Yiyueqiji. Neither the Target or Yiyueqiji is presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees. (f) Except as set forth in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target or Yiyueqiji, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target or Yiyueqiji, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target or Yiyueqiji under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom the Target and Yiyueqiji have been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target or Yiyueqiji and all levies, assessments and penalties made against the Target or Yiyueqiji pursuant to workers’ compensation or similar legislation have been paid. Neither the Target or Yiyueqiji is aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement have been made.

Employee Benefit Plans and Compensation; Employment Matters. (a) Each of the The Target and Yiyueqiji has made available to the Purchaser: (i) correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement Contract, including all amendments thereto thereto, and copies of all forms of agreement and enrollment documents used in connection therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and (iv) all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target or YiyueqijiTarget. (b) Each of the The Target and Yiyueqiji has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target or YiyueqijiTarget, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target or YiyueqijiTarget, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination - 19 - event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Shareholder and Target or Yiyueqiji threatened, by any Governmental Body. (c) Except as set forth in the Target Disclosure Statement, the The execution of this Agreement and the consummation of the Transaction transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee AgreementContract, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Each of the Target and YiyueqijiThe Target: (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through to the date of the AgreementExecution Date; and (vi) represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health. (e) No work stoppage, labour strike or other “"concerted action” " involving Employees against the Target or Yiyueqiji is pending or, to the knowledge of the Target or YiyueqijiTarget, threatened. Neither the The Target or Yiyueqiji is not involved in nor, to the knowledge of the Target or YiyueqijiTarget, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target or Yiyueqijithe Business. Neither the The Target or Yiyueqiji is not presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees. (f) Except as set forth described in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ ' compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target or YiyueqijiTarget, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target or YiyueqijiTarget, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target or Yiyueqiji under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom the Target and Yiyueqiji have has been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ ' compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target or Yiyueqiji and all levies, assessments and penalties made against the Target or Yiyueqiji pursuant to workers’ ' compensation or similar legislation have been paid. Neither the The Target or Yiyueqiji is not aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement any Employee have been made.

Employee Benefit Plans and Compensation; Employment Matters. (a) Each of the Target and Yiyueqiji Thinkwill has made available to Purchaser: (i) correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement including all amendments thereto and copies of all forms of agreement and enrollment used in connection therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and (iv) all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target or YiyueqijiThinkwill. (b) Each of the Target and Yiyueqiji Thinkwill has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target or YiyueqijiThinkwill, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target or YiyueqijiThinkwill, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination - 19 - event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Target or Yiyueqiji Thinkwill threatened, by any Governmental Body. (c) Except as set forth in the Target Disclosure Statement, the execution of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional - 19 - or subsequent events) constitute an event under an Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Each of the Target and YiyueqijiThinkwill: (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through the date of the Agreement; and (vi) represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health. (e) No work stoppage, labour strike or other “concerted action” involving Employees against the Target or Yiyueqiji Thinkwill is pending or, to the knowledge of the Target or YiyueqijiThinkwill, threatened. Neither the Target or Yiyueqiji Thinkwill is involved in nor, to the knowledge of the Target or YiyueqijiThinkwill, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target or YiyueqijiThinkwill. Neither the Target or Yiyueqiji Thinkwill is presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees. (f) Except as set forth in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target or YiyueqijiThinkwill, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target or YiyueqijiThinkwill, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect - 20 - of the Target or Yiyueqiji Thinkwill under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom the Target and Yiyueqiji Thinkwill have been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target or Yiyueqiji Thinkwill and all levies, assessments and penalties made against the Target or Yiyueqiji Thinkwill pursuant to workers’ compensation or similar legislation have been paid. Neither the Target or Yiyueqiji Thinkwill is aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement have been made.

Employee Benefit Plans and Compensation; Employment Matters. (a) Each of the The Target and Yiyueqiji has made available to Purchaser: (i) correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement Contract, including all amendments thereto thereto, and copies of all forms of agreement and enrollment documents used in connection therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and (iv) all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target or YiyueqijiTarget. (b) Each of the The Target and Yiyueqiji has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge Knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge best of the Target or YiyueqijiKnowledge of the Target, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target or YiyueqijiTarget, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination - 19 - event). There are no audits, inquiries or proceedings pending or, to the best of the knowledge of the Founding Securityholders or to best of the Knowledge of the Target or Yiyueqiji threatened, by any Governmental Body. (c) Except as set forth in the Target Disclosure Statement, the The execution of this Agreement and the consummation of the Transaction transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee AgreementContract, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Each of the Target and YiyueqijiThe Target: (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through to the date of the AgreementExecution Date; and (vi) represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledgethe best of the Knowledge of the Target and to the best of the knowledge of the Founding Securityholders, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health. (e) No work stoppage, labour strike or other “concerted action” involving Employees against the Target or Yiyueqiji is pending or, to the knowledge best of the Target or YiyueqijiKnowledge of the Target, threatened. Neither the The Target or Yiyueqiji is not involved in nor, to the knowledge best of the Target or YiyueqijiKnowledge of the Target, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target or Yiyueqijithe Business. Neither the The Target or Yiyueqiji is not presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees. (f) Except as set forth in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target or YiyueqijiTarget, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge Knowledge of the Target or YiyueqijiTarget, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target or Yiyueqiji under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom the Target and Yiyueqiji have has been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target or Yiyueqiji and all levies, assessments and penalties made against the Target or Yiyueqiji pursuant to workers’ compensation or similar legislation have been paid. Neither the The Target or Yiyueqiji is not aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement any Employee have been made.

Employee Benefit Plans and Compensation; Employment Matters. (a) Each of the Target and Yiyueqiji 1Crosstech has made available to Purchaser: (i) correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement including all amendments thereto and copies of all forms of agreement and enrollment used in connection therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and (iv) all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target or Yiyueqiji1Crosstech. (b) Each of the Target and Yiyueqiji 1Crosstech has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target or Yiyueqiji1Crosstech, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target or Yiyueqiji, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination - 19 - event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Target or Yiyueqiji threatened, by any Governmental Body. (c) Except as set forth in the Target Disclosure Statement, the execution of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Each of the Target and Yiyueqiji: (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through the date of the Agreement; and (vi) represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health. (e) No work stoppage, labour strike or other “concerted action” involving Employees against the Target or Yiyueqiji is pending or, to the knowledge of the Target or Yiyueqiji, threatened. Neither the Target or Yiyueqiji is involved in nor, to the knowledge of the Target or Yiyueqiji, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target or Yiyueqiji. Neither the Target or Yiyueqiji is presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees. (f) Except as set forth in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target or Yiyueqiji, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target or Yiyueqiji, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target or Yiyueqiji under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom the Target and Yiyueqiji have been advised by any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target or Yiyueqiji and all levies, assessments and penalties made against the Target or Yiyueqiji pursuant to workers’ compensation or similar legislation have been paid. Neither the Target or Yiyueqiji is aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement have been made.

Employee Benefit Plans and Compensation; Employment Matters. (a) Each of the Target and Yiyueqiji XinWei has made available to Purchaser: (i) correct and complete copies of all documents embodying each Employee Plan and each Employee Agreement including all amendments thereto and copies of all forms of agreement and enrollment used in connection therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Employee Plan; (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of the Employee Plan assets; and (iv) all communications material to any Employee or Employees relating to the Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Target or YiyueqijiXinWei. (b) Each of the Target and Yiyueqiji XinWei has performed, in all material respects, all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by another party to any Employee Plan, and all Employee Plans have been established and maintained in all material respects in accordance with their respective terms and in substantial compliance with all Applicable Laws. There are no actions, suits or claims pending, or, to the knowledge of the Target or YiyueqijiXinWei, threatened or anticipated (other than routine claims for benefits), against any Employee Plan or against the assets of any Employee Plan. The Employee Plans can be amended, terminated or otherwise discontinued after the Closing in accordance with their terms, without liability to the Target or YiyueqijiXinWei, the Purchaser or any Affiliate thereof (other than ordinary administration expenses typically incurred in a termination - 19 - event). There are no audits, inquiries or proceedings pending or, to the knowledge of the Target or Yiyueqiji XinWei threatened, by any Governmental Body. (c) Except as set forth in the Target Disclosure Statement, the execution of this Agreement and the consummation of the Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under an Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee. (d) Each of the Target and YiyueqijiXinWei: (i) is in compliance in all material respects with all Applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Employees; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits for Employees (other than routine payments to be made in the normal course of business and consistent with past practice); (v) has provided the Employees with all wages, benefits, stock options, bonuses, incentives and all other compensation that became due and payable through the date of the Agreement; and (vi) represents that in the last three (3) years, no citation has been issued by any federal, state or provincial occupational safety and health board or agency against them and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving them has been filed or is pending or, to their knowledge, threatened, against them under any federal, state or provincial occupational safety and health board or any other Applicable Law relating to occupational safety and health. (e) No work stoppage, labour strike or other “concerted action” involving Employees against the Target or Yiyueqiji XinWei is pending or, to the knowledge of the Target or YiyueqijiXinWei, threatened. Neither the Target or Yiyueqiji XinWei is involved in nor, to the knowledge of the Target or YiyueqijiXinWei, threatened with, any labour dispute, grievance, or litigation relating to labour, safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labour practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect on the Target or YiyueqijiXinWei. Neither the Target or Yiyueqiji XinWei is presently, nor has been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to any Employees and no collective bargaining agreement is being negotiated. There are no activities or proceedings of a labour union to organize any of the Employees. (f) Except as set forth in the Target Disclosure Statement and except for claims by Employees under any applicable workers’ compensation or similar legislation which, if adversely determined, would not, either individually or in the aggregate, have a Material Adverse Effect on the Target or YiyueqijiXinWei, there are no complaints, claims or charges pending or outstanding or, to the best of the knowledge of the Target or YiyueqijiXinWei, anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of the Target or Yiyueqiji XinWei under or in respect of any employment legislation. The Target Disclosure Statement lists all Employees in respect of whom the Target and Yiyueqiji XinWei have been advised by - 20 - any workers compensation or similar authority that such Employees are in receipt of benefits under workers’ compensation or similar legislation. There are no appeals pending before any workers compensation or similar authority involving the Target or Yiyueqiji XinWei and all levies, assessments and penalties made against the Target or Yiyueqiji XinWei pursuant to workers’ compensation or similar legislation have been paid. Neither the Target or Yiyueqiji XinWei is aware of any audit currently being performed by any workers compensation or similar authority, and all payments required to be made in respect of termination or severance pay under any employment standards or similar legislation in respect of former employees or employees listed on the Target Disclosure Statement have been made.