Common use of M&A Clause in Contracts

M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (CSRC) and SAFE on August 8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters: (A) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Securities, the listing and trading of the Securities on Nasdaq and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or on the Closing Date, affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended (collectively, the “M&A Rules and Related Clarifications”). (B) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Securities, the listing and trading of the Securities on Nasdaq, or the consummation of the transactions contemplated by this Agreement.

M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations, or implementation rules in connection with or related thereto jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the SAFE on August 8, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company confirms with the Underwriters: (A) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the The issuance and sale of the SecuritiesShares, the listing and trading of the Securities Shares on Nasdaq and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the date hereof or on the Closing Date or any Additional Closing Date, affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended (collectively, the “M&A Rules and Related Clarifications”). (B) Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, as As of the date hereofhereof or on the Closing Date or any Additional Closing Date, the M&A Rules did not, do not, and Related Classifications did not and do will not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the SecuritiesShares, the listing and trading of the Securities Shares on Nasdaq, or the consummation of the transactions contemplated by this Agreement.

M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations, or implementation rules in connection with or related thereto jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the SAFE on August 8, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company confirms with the Underwriters: (A) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the Final Prospectus, the issuance and sale each of the SecuritiesCompany and of its Subsidiaries has complied with all requirements and timely submitted all requisite filings in connection with the offering of the Shares (including, without limitation, the listing CSRC Filing Report) with the CSRC pursuant to the CSRC Filing Rules and trading all applicable Laws, and the Company has not received any notice of rejection, withdrawal or revocation from the CSRC in connection with such CSRC Filings. Each of the Securities on Nasdaq CSRC Filings made by the Company or by directors and the consummation officers of the transactions contemplated by this Agreement are not and will not be, Company on behalf of the Company is in compliance with the disclosure requirements pursuant to the CSRC Filing Rules; (B) Each of the CSRC Filings as of the date hereof or on time when it was made was complete, true and accurate and not misleading in any respect, and did not omit any information which would make the Closing Datestatements made therein, affected by the M&A Rules or misleading in any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006, as amended (collectively, the “M&A Rules and Related Clarifications”).respect; (BC) Except as disclosed in the Registration Statement, the Pricing Disclosure Materials, Registration Statement Package and the ProspectusFinal Prospectus and to the Company’s knowledge, as (1) the Company and its Subsidiaries have complied and are presently in compliance with the explicit provisions of all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, and contractual obligations that are material to the Company’s business operations, relating to the privacy and security of its information technology systems and data, confidentiality and archive administration (including all personal, personally identifiable, sensitive, confidential or regulated data, or any such data that may constitute trade secrets and working secrets of any governmental authority or any other data that would otherwise be detrimental to national security or public interest pursuant to the applicable laws used in connection with their businesses and/or the offering of the date hereofShares) (“Data Protection Laws”, and such data, “Data”) and to the protection of such IT systems and Data from loss and against unauthorized use, access, misappropriation, modification, disclosure or other misuse ; (2) neither the Company nor any of its Subsidiaries is subject to any sanction relating to cybersecurity, data privacy, confidentiality or archive administration, or any cybersecurity review by the CAC, the M&A Rules and Related Classifications did not and do not require CSRC, or any other relevant governmental authority; (3) neither the Company to obtain nor any of its Subsidiaries has received any investigation, inquiry, notice (including, without limitation, any enforcement notice, de-registration notice or transfer prohibition notice), letter, complaint or allegation from the approval relevant cybersecurity, data privacy, confidentiality or archive administration governmental authority alleging any breach or non-compliance by it of the CSRC prior applicable Data Protection Laws or prohibiting the transfer of data to a place outside the relevant jurisdiction; (4) neither the Company nor any of its Subsidiaries has received any claim for compensation from any person in respect of its business under the applicable Data Protection Laws and industry standards in respect of inaccuracy, loss, unauthorized destruction or unauthorized disclosure of data and there is no outstanding order against the Company or any of its Subsidiaries in respect of the rectification or erasure of data; (5) the Company is not aware of any pending or threatened investigation, inquiry or sanction relating to cybersecurity, data privacy, confidentiality or archive administration, or any cybersecurity review, by the CAC, the CSRC, or any other relevant governmental authority on the Company or any of its Subsidiaries or any of their respective directors, officers and employees; (6) the Company and its Subsidiaries have adequate and effective internal control measures or systems consistent with applicable regulatory standards and customary industry practices to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT systems and any Data used, gathered or accessed, in connection with their businesses and/or the offering of the Shares, and there have been no material breaches, violations, outages, leakages or unauthorized uses of or accesses to same nor any incidents under internal review or investigations relating to the issuance and sale same; (7) neither the Company nor any of its Subsidiaries is expected to be classified as a “critical information infrastructure operator” under the Revised Cybersecurity Review Measure; (8) neither the Company nor any of its Subsidiaries has received any objection to the offering of the Securities, the listing and trading of the Securities on Nasdaq, Shares or the consummation of the transactions contemplated by under this AgreementAgreement from the CSRC, the CAC or any governmental authority. (D) The CSRC has published the notification on the completion of the required filing procedures on November 14, 2023 for this offering, and such notification not having otherwise been rejected, withdrawn, revoked or invalidated.