Common use of Information and Inspection Rights Clause in Contracts

Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, for so long as an Investor does not dispose of (by way of sale) more than 30% of the voting, convertible, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Shares, the Company shall deliver to that Investor: (a) audited annual consolidated financial statements, within ninety (90) Business Days after the end of each fiscal year of the Company ending September 30, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” accounting firm of the Company’s choice; (b) unaudited monthly consolidated financial statements (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (30) Business Days of the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month period; (c) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Directors (as defined below) (the “Financial Plan”), within thirty (30) days prior to the end of each fiscal year; (d) a report comparing the Financial Plan to the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are delivered; and (e) copies of all documents or other written information sent to any shareholder; and (f) upon the written request by the Investor, such other information as such Investor shall reasonably request, the provision of which by the Group Companies is not in violation of any applicable laws of the Cayman Islands or the PRC (collectively, the “Information Rights”). The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Series A Shares are in issue and held by an Investor, such Investor shall have the right to inspect facilities, accounting records and books of the Group Companies at least one (1) time per month during regular working hours with at least seven (7) Business Days prior written notice to the Company to the extent that such inspection rights do not contravene any applicable laws of the Cayman Islands or the PRC (the “Inspection Rights”). Notwithstanding the aforesaid, the Information Rights and Inspection Rights of the Investors hereunder shall terminate upon consummation of a firm commitment underwritten public offering of the Ordinary Shares of the Company on an internationally recognized regional or national securities exchange or the NASDAQ Global Market System and/or that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes (the “Securities Act”), which results in gross proceeds to the Company of at least US$70,000,000 (excluding underwriter discounts and commissions) and which is carried out on the basis of an offering price per Ordinary Share of not less than three (3) times the original subscription price of US$0.615553 per Series A Share (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations and similar events) (a “Qualified Public Offering”).

Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, that for so long as an Investor does not dispose of Investor, together with its Affiliates, holds Shares that represent at least seven percent (by way of sale7%) more than 30% of the voting, convertible, redeemable Series A preferred shares then outstanding Preferred Shares (as defined below) of the Company (the calculated on an as-converted basis) (each, a “Series A SharesMajor Investor”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Shares), the Company shall deliver to such Major Investor; provided that Investor:the Board (as defined below) has not reasonably and in good faith determined that such Major Investor is a competitor of the Group Companies that is primarily engaged in discovering and developing first-in-class and best-in-class innovative Precision Biologics-utilizing platform. (the “Competitor”): (a) audited annual consolidated financial statementsas soon as practicable, but in any event within ninety one hundred twenty (90120) Business Days days after the end of each fiscal year (or by such later date as may be approved by the Board (as defined below)), audited annual financial statements of the Company, including a consolidated balance sheet of the Company ending September 30and each Group Company as at the end of such fiscal year and consolidated statements of income and cash flows of the Company and each Group Company for such year, prepared in accordance with United States generally accepted accounting principles in as promulgated by the United States Financial Accounting Standards Board (“U.S. US GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” accounting firm of the Company’s choice); (b) as soon as practicable, but in any event within forty five (45) days after the end of each of the first three quarters, unaudited monthly consolidated quarterly financial statements (containing a profit and loss statementof the Company for such period, including an unaudited consolidated balance sheet of the Company and each Group Company as at the end of each such quarterly period and unaudited consolidated statements of income and cash flow statementflows of the Company and each Group Company for such period and for the current fiscal year to date, prepared in accordance with the US GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with the US GAAP); (c) as soon as practicable, but in any event within thirty (30) Business Days of days after the end of each month, certified by the Chief Financial Officer or Financial Controller unaudited income statement and statement of cash flows of the CompanyCompany for such month, which shall contain a reasonably detailed prepared in accordance with the US GAAP (except that such financial reporting in an agreed format setting forth statements may (i) the Company’s actual results, in each case as determined be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month periodUS GAAP); (cd) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Directors (as defined below) (the “Financial Plan”)soon as practicable, within but in any event not later than thirty (30) days prior to the end of each fiscal year; (d) , a report comparing comprehensive operating budget forecasting the Financial Plan to Company’s revenues, expenses, and cash position on a month-to-month basis for the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are deliveredupcoming fiscal year; and (e) copies of all documents or other written information sent to any shareholder; and (f) upon the written request by the Investor, such other information relating to the financial condition, business or corporate affairs of the Company as such Major Investor shall may from time to time reasonably requestrequest (the above rights, the provision of which by the Group Companies is not in violation of any applicable laws of the Cayman Islands or the PRC (collectively, the “Information Rights”). For so long as an Investor, together with its Affiliates, holds any Shares, the Company shall deliver to such Investor the financial information set forth in Sections 1.1(a) and 1.1(b) above. The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Series A Shares are in issue and held by an Investor, such that each Major Investor shall have the right to to, together with its officers, employees, auditors, legal counsel and other agents, inspect the facilities, accounting records and books of the Group Companies at least one (1) any time per month during regular working hours with at least seven (7) Business Days on reasonable prior written notice to the Company and the right to discuss the extent that such inspection rights do not contravene any applicable laws business, operation and conditions of the Cayman Islands or the PRC Group Companies with any Group Company’s directors, officers, employees, accounts, legal counsels and investment bankers (the “Inspection Rights”); provided that the Company shall not be obligated in respect of the Inspection Rights if the Board has reasonably and in good faith determined that such Major Investor is a Competitor and shall have no obligation to grant access to a Major Investor with respect to information which the Board reasonably determines in good faith is (i) highly confidential and the disclosure of which to such Major Investor may result in material harm to the Company or (ii) attorney-client privileged and should not, therefore, be disclosed. Notwithstanding Each Major Investor shall, during the aforesaidnormal working hours and by giving the Company a fifteen (15) days prior written notice and at its own expense, have the right to audit the books and records of the Group Companies and the Company shall, and shall cause each other Group Company, to cooperate with any Major Investor and its representatives with respect to any such audit; provided, that any Major Investor requesting such audit shall notify all other Major Investors in writing and the other Major Investors shall have the right to participate in such audit by written notice to the initiating Major Investor (the “Audit Rights”); provided, however, that such Audit Rights shall be exercised by Major Investors no more than once during each fiscal year. The Information Rights and the Inspection Rights shall terminate (i) immediately before the consummation of the Investors hereunder shall terminate upon consummation of a firm commitment Company’s first underwritten public offering of the its Ordinary Shares (as defined below) under the Securities Act (an “IPO”); (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Company on an internationally recognized regional Exchange Act; or national securities exchange or (iii) upon the NASDAQ Global Market System and/or that has been registered under the United States Securities Act closing of 1933a Deemed Liquidation Event, as amended from time to time, including any successor statutes (such term is defined in the “Securities Act”), which results in gross proceeds to the Company of at least US$70,000,000 (excluding underwriter discounts and commissions) and which is carried out on the basis of an offering price per Ordinary Share of not less than three (3) times the original subscription price of US$0.615553 per Series A Share (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations and similar events) (a “Qualified Public Offering”)Restated Articles.

Information and Inspection Rights. The Company covenants 10.1 Following the Completion and agrees with each Investor that, commencing on the date of this Agreement, for so as long as an Investor does not dispose of (by way of sale) more than 30% of the voting, convertible, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Investors continue to hold any Shares, the Company shall deliver supply to that Investorsuch Investors: (a) audited annual consolidated financial statementsstatements of the Group including audited consolidated profit and loss accounts, balance sheets and statements of cash flow prepared in accordance with IFRS and the auditor’s report with respect thereto within ninety (90) Business Days days after the end of each fiscal year of the Company ending September 30, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” accounting firm of the Company’s choicefinancial year; (b) unaudited monthly consolidated audited financial statements of principal Group Companies prepared in accordance with the local generally acceptable accounting practice and the auditors’ reports with respect to such financial statements within ninety (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (3090) Business Days of days after the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month periodyear; (c) an annual unaudited quarterly consolidated financial statements of the Group including consolidated profit and business plan loss accounts, balance sheets and operating plan statements of cash flow prepared in accordance with IFRS within sixty (60) days after the end of each financial quarter; (d) unaudited quarterly financial statements of principal Group Companies including profit and budget for loss accounts, balance sheets and statements of cash flow prepared in accordance with the following fiscal year that has been approved by local generally acceptable accounting practice within sixty (60) days after the Company’s board end of directors each financial quarter; (e) unaudited monthly revenue the “Board”Group and data tracking, within fifteen (15) days after the end of each financial month; (f) unaudited monthly financial statements of principal Group Companies prepared in accordance with the local generally acceptable accounting practice including profit and loss accounts, balance sheets and statements of cash flow within fifteen (15) days after the end of each financial month; (g) full details of any progress in relation to the Qualified IPO, including the approval of both Investor Appointed Directors application documents in relation to the Qualified IPO and all correspondence with the relevant stock exchange as soon as practicable; and (h) as defined below) (the “Financial Plan”)soon as practicable, within but in any event at least thirty (30) days prior to the end of each fiscal year;, a draft Annual Budget. (d) a report comparing the Financial Plan 10.2 All financial statements referred to the annual and monthly financial reports required under Sections 1.1(ain Clauses 10.1(a) and 1.1(b10.1(b) to shall be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are delivered; and (e) copies of all documents or other written information sent to any shareholder; and (f) upon the written request audited by the InvestorCompany’s auditors, such which shall be one of the “Big Four” accounting firms. 10.3 The Company shall, and shall cause the other information as such Investor shall reasonably request, the provision of which by the Group Companies is not in violation of to, permit any applicable laws of the Cayman Islands one or the PRC (collectively, the “Information Rights”). The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as any Series A Shares are in issue and held more representatives designated by an Investor, at such Investor shall have Investor’s expense, to visit and inspect any of the right properties of any Group Company, including its books of account and records (and to inspect make copies thereof and to take extracts therefrom) and facilities, accounting records and books to discuss that Group Company’s affairs, finances and accounts with its officers or employees, the Group’s Company’s auditors and legal advisers during normal business hours of such Group Companies and at such reasonable times with reasonable prior written notice by the Investor to the Group Companies at least one (1to be inspected. Any representative(s) time per month during regular working hours of an Investor shall not be a director, officer or employee of a competitor of the Group. All information delivered to or received by any Investor or representative thereof in accordance with at least seven (7) Business Days prior written notice this Clause 10.3 shall be confidential information and shall not be disclosed to the Company to the extent that such any Person not being a Party hereto except as permitted under Clause 12 of this Agreement. 10.4 The information and inspection rights do not contravene any applicable laws of the Cayman Islands or the PRC (the “Inspection Rights”). Notwithstanding the aforesaid, the Information Rights and Inspection Rights of the Investors hereunder set out in this Clause 10 shall terminate upon consummation the closing of a firm commitment underwritten public offering of the Ordinary Shares of the Company on an internationally recognized regional or national securities exchange or the NASDAQ Global Market System and/or that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes (the “Securities Act”), which results in gross proceeds to the Company of at least US$70,000,000 (excluding underwriter discounts and commissions) and which is carried out on the basis of an offering price per Ordinary Share of not less than three (3) times the original subscription price of US$0.615553 per Series A Share (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations and similar events) (a “Qualified Public Offering”)IPO.

Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, for so long as an Investor does not dispose of (by way of sale) more than 30% of the votingholds any Series B Shares or any ordinary shares, convertiblepar value US$0.00001 per share, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Shares"ORDINARY SHARES"), the Company shall will deliver to that the Investor: : (a) audited annual consolidated financial statements, statements within ninety (90) Business Days days after the end of each fiscal year of the Company ending September 30year, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” reputable international accounting firm approved by the Investors; (b) unaudited quarterly consolidated financial statements within forty-five (45) days of the Company’s choice; end of each fiscal quarter; (bc) unaudited monthly consolidated financial statements (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (30) Business Days days of the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth ; (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month period; (cd) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Directors (as defined below) (the “Financial Plan”), within thirty (30) days prior to the end of each fiscal year; (d) a report comparing the Financial Plan to the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are delivered; and (e) copies of all documents or other written information sent to any shareholder; and shareholder and (f) upon the written request by the Investor, such other information as such the Investor shall reasonably requestrequest (the "INFORMATION RIGHTS"). All financial statements to be provided to the Investor pursuant to this Section 1.1 shall include a balance sheet, the provision an income statement and a statement of which by the Group Companies is not cash flows and shall be prepared in violation of any applicable laws of the Cayman Islands or the PRC conformance with U.S. Generally Accepted Accounting Principles (collectively, the “Information Rights”"GAAP"). The Company further covenants and agrees that, commencing on the date of this Agreement, for so long as an Investor holds any Series A B Shares are in issue and held by an Investoror Ordinary Shares, such the Investor shall have standard inspection rights of the right to inspect facilities, accounting records and books of the Group Companies at least one (1) time per month during regular working hours with at least seven (7) Business Days prior written notice to Company and the Company to PRC Companies, including, without limitation, discussing the extent that such inspection rights do not contravene any applicable laws business, operations and conditions of the Cayman Islands or Company, the PRC Affiliate, the PRC Subsidiary and any other subsidiaries with its directors. officers, employees, accounts, legal counsel and investment bankers (the “Inspection Rights”"INSPECTION RIGHTS"). Notwithstanding the aforesaid, the These Information Rights and Inspection Rights of the Investors hereunder shall terminate upon consummation of a firm commitment the an underwritten public offering of the Ordinary Shares of the Company on an internationally recognized regional or national securities exchange or in the NASDAQ Global Market System and/or United States, that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes (the “Securities Act”"SECURITIES ACT"), which results in with gross proceeds to the Company in excess of US$12,000,000 and a resulting pre-offering marketing capitalization of the Company of at least US$70,000,000 (excluding underwriter discounts 50,000,000, or in a similar public offering of the Ordinary Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly on a recognized regional or national securities exchange; provided that such offering satisfies the foregoing gross proceeds and commissions) and which is carried out on the basis of an offering price per Ordinary Share of not less than three (3) times the original subscription price of US$0.615553 per Series A Share (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations and similar events) requirements (a “Qualified Public Offering”"QUALIFIED PUBLIC OFFERING").

Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, for so as long as any Investor holds no less than five percent (5%) of Ordinary Shares (on an Investor does not dispose of (by way of saleas-converted basis) more than 30% of in the voting, convertible, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A SharesCompany, the Company shall deliver deliver, and shall cause the applicable Group Company wherever appropriate to that deliver, to such Investor: (a) unaudited monthly consolidated management accounts of the Group Companies within thirty (30) days after the end of each month; (b) unaudited quarterly consolidated financial statements and management accounts of the Group Companies within forty-five (45) days after the end of each quarter; (c) audited annual consolidated financial statementsstatements of the Group Companies, within ninety one hundred and twenty (90120) Business Days days after the end of each fiscal year year, prepared by an accounting firm acceptable to the holders of more than fifty percent (50%) of the Company ending September 30, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” accounting firm voting power of the Company’s choicethen outstanding Preferred Shares (voting together as a single class and calculated on an as-converted basis) held by all holders of the Preferred Shares (the “Majority Preferred Holders”); (b) unaudited monthly consolidated financial statements (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (30) Business Days of the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month period; (cd) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Directors (as defined below) (the “Financial Plan”)year, within no later than thirty (30) days prior to the end of each fiscal year; (de) a report comparing shareholding structure chart of the Financial Plan to Company certified by the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to CEO of the Investor Company in a format that is reasonably satisfactory to the Investors within a reasonable time after event of any change in the annual and monthly financial reports are delivered; and (e) copies shareholding structure of all documents or other written information sent to any shareholderthe Company; and (f) upon the written request by the Investor, such other information concerning the Group Companies as such Investor shall may reasonably request, request (the provision of which by the Group Companies is not in violation of any applicable laws of the Cayman Islands or the PRC (collectivelyabove rights, the “Information Rights”). The Company further covenants and agrees to deliver, and to cause the applicable Group Company wherever appropriate to deliver, to each Investor Director a quarterly report of the balance of the Group Companies issued by each bank with which any Group Company maintains a bank account within forty-five (45) days after the end of each quarter. The annual consolidated financial statements, the unaudited quarterly consolidated financial statements and the unaudited monthly consolidated financial statements of the PRC Companies (as defined in the Purchase Agreement) shall be prepared in conformance with the International Financial Reporting Standards. The Company further covenants and agrees that, as long as any Investor holds no less than five percent (5%) of Ordinary Shares (on an as-converted basis) in the Company, commencing on the date of this Agreement, for so long as any Series A Shares are in issue and held by an Investor, such Investor shall have the right to inspect facilities, accounting records and books of the any Group Companies Company or any subsidiary thereof at least one (1) any time per month during regular working hours with at least seven (7) Business Days on reasonable prior written notice to the Company Company, including the right to discuss the extent that such inspection rights do not contravene any applicable laws business, operation and conditions of the Cayman Islands or Group Companies with any Group Company’s directors, officers, employees, accountants, legal counsel and investment bankers (the PRC (above rights, the “Inspection Rights”); provided that such Investor shall hold in confidence and not use or disclose any confidential information provided to or learned by such Investor in connection with the exercise of the Inspection Rights. Notwithstanding the aforesaid, the The Information Rights and the Inspection Rights of the Investors hereunder shall terminate upon consummation of a firm commitment underwritten public offering the completion of the Ordinary Shares of the Company on an internationally recognized regional or national securities exchange or the NASDAQ Global Market System and/or that has been registered under the United States Securities Act of 1933, as amended from time to time, including any successor statutes (the “Securities Act”), which results in gross proceeds to the Company of at least US$70,000,000 (excluding underwriter discounts and commissions) and which is carried out on the basis of an offering price per Ordinary Share of not less than three (3) times the original subscription price of US$0.615553 per Series A Share (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations and similar events) (a “Qualified Public Offering”)Company’s IPO.

Information and Inspection Rights. The Company covenants and agrees with each Investor that, commencing on the date of this Agreement, for so long as an Investor does not dispose of (by way of sale) more than 30% of the voting, convertible, redeemable Series A preferred shares of the Company (the “Series A Shares”) held by it as at the date of this Agreement and the ordinary shares of the Company (the “Ordinary Shares”) issuable upon conversion of such Series A Shares, the Company shall deliver to that Investor:each holder of Series A Preferred Shares (the “Preferred Holders”, and each, a “Preferred Holder”): (a) unaudited quarterly consolidated financial statements and management accounts of the Group Companies, within thirty (30) days after the end of each quarter; (b) unaudited annual consolidated financial statements of the Group Companies, within forty-five (45) days after the end of each fiscal year; (c) audited annual consolidated financial statementsstatements of the Group Companies, within ninety (90) Business Days days after the end of each fiscal year of the Company ending September 30year, prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) to be determined by the Ordinary Shareholders at their discretion and applied on a consistent basis and audited by a “Big 4” an accredited accounting firm acceptable to at least two-thirds (2/3) of all the Company’s choice; (b) unaudited monthly consolidated financial statements (containing a profit and loss statement, balance sheet and cash flow statement), within thirty (30) Business Days of the end of each month, certified by the Chief Financial Officer or Financial Controller of the Company, which shall contain a reasonably detailed financial reporting in an agreed format setting forth (i) the Company’s actual results, in each case as determined in accordance with U.S. GAAP or IFRS to be determined by the Ordinary Shareholders at their discretion, (ii) target numbers in the consolidated net revenues of the Company (“Consolidated Net Revenues”) as set forth in the Financial Plan (as defined below) then in effect with respect to the relevant month and (iii) target numbers for Consolidated Net Revenues for the following twelve (12)-month period; (c) an annual consolidated financial and business plan and operating plan and budget for the following fiscal year that has been approved by the Company’s board of directors (the “Board”) including the approval of both Investor Appointed Preferred Directors (as defined below) (, the “Financial PlanMajority Preferred Directors”); (d) an annual consolidated budget and a business plan for the following fiscal year, within not later than thirty (30) days prior to the end of each fiscal year; (d) a report comparing the Financial Plan to the annual and monthly financial reports required under Sections 1.1(a) and 1.1(b) to be delivered to the Investor in a format that is reasonably satisfactory to the Investors within a reasonable time after the annual and monthly financial reports are delivered; and (e) copies of all documents or other written information sent to any shareholdershareholder of the Company; and (f) upon the written request by the Investorany Preferred Holders, such other information as such Investor Preferred Holder shall reasonably requestrequest (the above rights, the provision of which by the Group Companies is not in violation of any applicable laws of the Cayman Islands or the PRC (collectively, the “Information Rights”). All meeting minutes of the Board and Member (as defined in Restated Articles) shall be provided to each Investor within fifteen (15) business days after such minute is concluded and agreed. All financial statements to be provided to any Preferred Holder pursuant to this Section 1.1 shall include a balance sheet as of the relevant cut-off date, an income statement, and a statement of cash flows for the relevant period, and shall be prepared in conformance with the accounting principles, standards and practices generally accepted in the PRC (the “PRC GAAP”), the U.S. Generally Accepted Accounting Principles (the “US GAAP”), or the International Financial Reporting Standards (the “IFRS”) by an accredited accounting firm acceptable to the Majority Preferred Directors. The Company further covenants and agrees that, commencing on the date of this Closing Date (as defined under the Purchaser Agreement), for so long as any Series A Shares are in issue and held by an Investor, such Investor each Preferred Holder shall have the right to inspect facilities, accounting records and books of the any Group Companies Company, at least one (1) its own cost, at any time per month during regular working hours for a reasonable purpose and with at least seven (7) Business Days reasonable prior written notice to the Company Company, including the right to discuss the extent that such inspection rights do not contravene any applicable laws business, operation and conditions of the Cayman Islands or Group Companies with any Group Company’s directors, officers, employees, accountants, legal counsel and investment bankers (the PRC (above rights, collectively, the “Inspection Rights”). Notwithstanding the aforesaid, the The Information Rights and the Inspection Rights of the Investors hereunder shall terminate upon consummation of a firm commitment underwritten public offering of the Ordinary Shares (or securities representing such Ordinary Shares) of the Company on an internationally the Nasdaq Global Market System, the New York Stock Exchange, the Main Board or the Growth Enterprise Market of the Hong Kong Stock Exchange, or any other recognized regional or national securities exchange or acceptable to the NASDAQ Global Market System and/or that has been registered under the United States Securities Act of 1933, Majority Preferred Holders (as amended from time to time, including any successor statutes (the “Securities Act”defined below), which results in gross proceeds to the Company of at least US$70,000,000 (excluding underwriter discounts and commissions) and which is carried out on the basis of with an offering price per Ordinary Share (exclusive of underwriting commissions and expenses) that reflects the valuation of the Company immediately prior to such offering being not less than three (3) times RMB4,000,000,000 or the original subscription price of US$0.615553 per Series A Share (on an as-converted basis and as adjusted for share dividends, splits, combinations, recapitalizations and similar events) USD equivalent (a “Qualified Public Offering”). The terms and conditions of the Qualified Public Offering and the identity of the underwriter(s) of the Qualified Public Offering shall be subject to the prior written consent of the Majority Preferred Holders.