Common use of Management Independence Clause in Contracts

Management Independence. The Board comprises two executive Directors, four non-executive Directors and three independent non-executive Directors. Both of ▇▇. ▇▇▇▇ and ▇▇. ▇▇ are executive Directors and ▇▇. ▇▇▇ is a non-executive Director. All the other Directors and other members of our senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management team, and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basis. Each of our Directors is aware of his or her fiduciary duties as a Director, which require, among other things, that he or she acts for the benefit and in the best interests of our Company and does not allow any conflict between his or her duties as a Director and his or her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract, arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In addition, we believe our independent non-executive Directors individually and collectively have possessed the depth and breadth of experience which will enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements of the Listing Rules to ensure that the decisions of the Board are made only after due consideration of independent and impartial opinions. Based on the above, our Directors are satisfied that the Board as a whole, together with our senior management team, is able to perform their roles in our Company in managing our business independently. We have established an independent accounting and finance department and an independent internal control system. Our accounting and finance functions are independent of our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective close associates. As of June 30, 2020, we had a number of outstanding loans with principal amounts and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 25 of the Accountants’ Report as set out in Appendix I to this document for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates will be fully discharged prior to the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associates. Based on the above, our Directors are satisfied that we are able to maintain financial independence from our Controlling Shareholders and their respective close associates. Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other person, any business or investment activities in the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) from:

Management Independence. The Board comprises two executive Directors, four three non-executive Directors and three independent non-executive Directors. Both of ▇▇. ▇▇▇▇ and ▇▇. ▇▇ are executive Directors and Although ▇▇. ▇▇▇ is an executive Director and a non-Controlling Shareholder, our management and operational decisions are made by all our executive Director. All the other Directors and other members senior management, most of whom have served our Group for a long time and all of whom have substantial experience in the industry in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management team, Board. See “Directors and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basisSenior Management” for further details. Each of our Directors is aware of his or her fiduciary duties as a Director, Director which require, among other thingsothers, that he or she acts must act for the benefit of and in the best interests of our Company and does not allow any conflict between his or her duties as a Director and his or her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract, arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In additionFurther, we believe our independent non-executive Directors individually and collectively have possessed the depth and breadth of experience which will enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements of the Listing Rules to ensure that the decisions of the Board are made only after due consideration of independent and impartial opinionsSee “– Corporate Governance Measures” for further details. Based on the above, our Directors are satisfied that the our Board as a whole, whole together with our senior management team, team is able to perform their roles the managerial role in our Company Group independently. Although our Controlling Shareholders will retain a controlling interest in managing us after [REDACTED], we have full rights to make all decisions on, and to carry out, our own business operations independently. Our Company, through our subsidiaries, holds the licenses and qualifications necessary to carry on our current business, and has sufficient capital, facilities, technology and employees to operate the business independently from our Controlling Shareholder. We have access to third parties independently from and not connected to our Controlling Shareholder for sources of suppliers and customers. Based on the above, our Directors are satisfied that we will be able to function and operate independently from our Controlling Shareholders and their close associates. We have established an independent accounting and our own finance department with a team of financial staff, who are responsible for financial control, accounting, reporting, group credit and an independent internal control system. Our accounting and finance functions are of our Company, independent of from our Controlling Shareholders, and we . We can make financial decisions independentlyindependently and our Controlling Shareholders do not intervene with our use of funds. We have also established an independent audit system, a standardized financial and accounting system and a complete financial management system. In addition, we have been and are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective close associates. As of June 30, 2020, we had a number of outstanding loans with principal amounts During the Track Record Period and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 25 of the Accountants’ Report as set out in Appendix I to this document for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates will be fully discharged prior to the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade and balances due to or and from our the Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associatesShareholders. Based on the above, our Directors are satisfied of the view that we they and our senior management are able to maintain financial independence from capable of carrying on our business independently of, and do not place undue reliance on our Controlling Shareholders and their respective close associatesassociates after the [REDACTED]. Each Our Directors recognize the importance of good corporate governance in protecting our Shareholders’ interests. We have adopted the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other person, any business or investment activities in the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) fromShareholders:

Management Independence. The Board comprises two executive Directors, four non-executive Directors and three independent non-executive Directors. Both of ▇▇. ▇▇▇▇ and ▇▇. ▇▇ are executive Directors and ▇▇. ▇▇▇ is a non-executive Director. All the other Directors and other members of our senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management team, and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basis. Each of our Directors is aware of his or her fiduciary duties as a Director, which require, among other things, that he or she acts for the benefit and in the best interests of our Company and does not allow any conflict between his or her duties as a Director and his or her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract, arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In addition, we believe our independent non-executive Directors individually and collectively have possessed the depth and breadth of experience which will enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements of the Listing Rules to ensure that the decisions of the Board are made only after due consideration of independent and impartial opinions. Based on the above, our Directors are satisfied that the Board as a whole, together with our senior management team, is able to perform their roles in our Company in managing our business independently. We have established an independent accounting and finance department and an independent internal control system. Our accounting and finance functions are independent of our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective close associates. As of June 30December 31, 20202019, we had a number of outstanding loans with principal amounts and interests thereon in an aggregate amount of RMB80.9 RMB91.5 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 25 24 of the Accountants’ Report as set out in Appendix I to this document for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates will be fully discharged prior to the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associates. Based on the above, our Directors are satisfied that we are able to maintain financial independence from our Controlling Shareholders and their respective close associates. Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020[●], pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other person, any business or investment activities in the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) from:

Management Independence. The Board comprises two executive Directors, four non-executive Directors and three independent non-executive Directors. Both of ▇▇. ▇▇▇▇ and ▇▇. ▇▇ are executive Directors and ▇▇. ▇▇▇ is a non-executive Director. All the other Directors and other members of our senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management team, and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basis. Each of our Directors is aware of his or her fiduciary duties as a Director, which require, among other things, that he or she acts for the benefit and in the best interests of our Company and does not allow any conflict between his or her duties as a Director and his or her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract, arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In addition, we believe our independent non-executive Directors individually and collectively have possessed the depth and breadth of experience which will enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements of the Listing Rules to ensure that the decisions of the Board are made only after due consideration of independent and impartial opinions. Based on the above, our Directors are satisfied that the Board as a whole, together with our senior management team, is able to perform their roles in our Company in managing our business independently. We have established an independent accounting and finance department and an independent internal control system. Our accounting and finance functions are independent of our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective close associates. As of June 30, 2020, we had a number of outstanding loans with principal amounts and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 25 of the Accountants’ Report as set out in Appendix I to this document prospectus for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates will be fully discharged prior to the [REDACTED]Listing. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associates. Based on the above, our Directors are satisfied that we are able to maintain financial independence from our Controlling Shareholders and their respective close associates. Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other person, any business or investment activities in the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) from:

Management Independence. The Our Board comprises two consists of nine Directors, comprising three executive Directors, four three non-executive Directors and three independent non-executive Directors. Both of ▇▇. ▇▇▇▇ and ▇▇. ▇▇ are executive Directors and ▇▇. ▇▇▇ is a non-executive Director. All the other Directors and other members of our senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by We consider that our Board and our senior management team, of our Company will function independently from each of our Single Largest Group of Shareholders and we have their close associates for the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basis. Each following reasons: • each of our Directors is aware of his or his/her fiduciary duties as a Director, director which require, among other others things, that he or she acts must act for the benefit of and in the best interests of our Company and does our Shareholders as a whole and must not allow any conflict between his or his/her duties as a Director and his or his/her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between ; • our Group and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract, arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In addition, we believe our three independent non-executive Directors individually have extensive experience in different areas and collectively have possessed the depth and breadth of experience which will enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements of the Listing Rules to ensure that the decisions of the our Board are made only after due consideration of independent and impartial opinions; • each of our Directors will not vote in any Board resolution approving any contract or arrangement or any other proposal in which he or any of his close associates has a material interest and shall not be counted in the quorum present at the particular Board meeting; and • we have established an internal control mechanism to identify related party transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutions. Based on the above, our Directors are satisfied that the Board as a whole, together with our senior management team, is they are able to perform their roles in our Company in managing as Directors independently and manage our business independentlyindependently from our Single Largest Group of Shareholders and their close associates after the [REDACTED]. Our Group has an independent financial system. We make financial decisions according to our own business needs. We have opened accounts with banks independently and do not share any bank accounts with our Single Largest Group of Shareholders or their close associates. We have established an independent finance department as well as implemented sound and independent audit, accounting and finance department financial management systems. We have adequate internal resources and an independent internal control system. Our accounting and finance functions are independent of a credit profile to support our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective close associatesdaily operations. As of June 30, 2020, we had a number of outstanding loans with principal amounts and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 25 of the Accountants’ Report as set out in Appendix I to this document for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates will be fully discharged prior to the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges loans or guarantees provided for by, or granted to, our benefit by our Controlling Single Largest Group of Shareholders or their respective close associates. Based on the above, we are of the view that there is no financial dependence on our Single Largest Group of Shareholders and their close associates. Our Group holds all of the relevant material licenses, qualifications and permits required for conducting our business. We have access to customers and suppliers independent of our Single Largest Group of Shareholders. We have our own accounting and financial department, human resources and administration department, internal control department and technology department (including research and development function) which have been in operation and are expected to continue to operate separately and independently from our Single Largest Group of Shareholders and their close associates. We have also established a set of internal control procedures and adopted corporate governance practices to facilitate the effective operation of our business. Based on the above, our Directors are satisfied that we are able to maintain financial independence have been operating independently from our Controlling Single Largest Group of Shareholders and their respective close associates. Each of our Controlling Shareholders (collectively, associates during the “Covenantors” Track Record Period and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant will continue to which each operate independently and are of the Covenantors has, among other things, irrevocably view that they and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall notsenior management are capable of carrying on our business independently of, and shall procure that his/its do not place undue reliance on our Single Largest Group of Shareholders and their close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other person, any business or investment activities in after the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) from:[REDACTED].

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises two four executive Directors, four two non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Both of Although ▇▇. ▇▇▇▇ is the chairman of the Board, our chief executive officer, executive Director and ▇▇. ▇▇ are executive Directors also a member of the Single Largest Group of Shareholders, and ▇▇. ▇▇▇▇ is our executive Director and also a non-member of the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Director. All the other Directors and other members senior management, all of our whom have substantial experience in the industries in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management teamBoard. See “Directors, Supervisors and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basisSenior Management” for further details. Each of our Directors is aware of his or his/her fiduciary duties as a Director, Director which require, among other thingsothers, that he or he/she acts must act for the benefit of and in the best interests of our Company and does not allow any conflict between his or his/her duties as a Director and his or his/her personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board and provide independent advice to our Board committees. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and addition, our Directors or their respective close associates, the interested Director(s) shall abstain from voting on not vote in any Board resolutions resolution approving any contract, contract or arrangement or any other proposal in which he or he/she or any of his or his/her close associates has have a material interest and shall not be counted in the quorum present at the relevant particular Board meeting. In addition, we believe Any connected transactions between our independent non-executive Directors individually Group and collectively have possessed the depth and breadth our Single Largest Group of experience which Shareholders or their respective associates will enable them to bring independent and impartial judgment be subject to the decision-making process requirements under Chapter 14A of our Board. Our independent non-executive Directors have been appointed in accordance with the Listing Rules, including the requirements of the Listing Rules reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the decisions of the Board are made only after due consideration of independent and impartial opinionsrelevant resolutions. Based on the above, our Directors are satisfied that the our Board as a whole, whole together with our senior management team, is team are able to perform their roles the managerial role in our Group independently. Despite that the Concerted Parties will continue to hold a substantial interest in our Company in managing and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regarding, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate our business independently. We have established an independent accounting and finance department and an independent internal control system. Our accounting and finance functions are independent independently from our Single Largest Group of our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable our organizational structure is made up of obtaining financing from independent third parties without relying on any guarantee individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or security provided by administrative personnel is under the employment of our Controlling Single Largest Group of Shareholders or their respective close associates. As We have also established a set of June 30internal control measures to facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, 2020, we had a number of outstanding loans with principal amounts please refer to “Business — Risk Management and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party TransactionsInternal Control.” and Note 25 of the Accountants’ Report as set out in Appendix I to this document for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates Our Directors do not expect that there will be fully discharged prior to any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associates. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their close associates during the Track Record Period and will continue to operate independently During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings of our Group which involved a guarantee from our Single Largest Group of Shareholders was approximately RMB60 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Controlling Single Largest Group of Shareholders and their respective close associates. Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other personour Shareholders’ and our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, any business or investment activities in we have implemented the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) fromfollowing measures:

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises two four executive Directors, four two non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Both of Although ▇▇. ▇▇▇▇ is the chairman of the Board, our chief executive officer, executive Director and ▇▇. ▇▇ are executive Directors also a member of the Single Largest Group of Shareholders, and ▇▇. ▇▇▇▇ is our executive Director and also a non-member of the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Director. All the other Directors and other members senior management, all of our whom have substantial experience in the industries in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management are independent from our Controlling Shareholders. The daily operational and management decisions of our Group are made collectively by our Board and our senior management teamBoard. See “Directors, Supervisors and we have the capabilities and personnel to perform all essential administrative functions, including finance, accounting, human resources and business management on a standalone basisSenior Management” for further details. Each of our Directors is aware of his or his/her fiduciary duties as a Director, Director which require, among other thingsothers, that he or he/she acts must act for the benefit of and in the best interests of our Company and does not allow any conflict between his or his/her duties as a Director and his or his/her personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board and provide independent advice to our Board committees. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and addition, our Directors or their respective close associates, the interested Director(s) shall abstain from voting on not vote in any Board resolutions resolution approving any contract, contract or arrangement or any other proposal in which he or he/she or any of his or his/her close associates has have a material interest and shall not be counted in the quorum present at the relevant particular Board meeting. In addition, we believe Any connected transactions between our independent non-executive Directors individually Group and collectively have possessed the depth and breadth our Single Largest Group of experience which Shareholders or their respective associates will enable them to bring independent and impartial judgment be subject to the decision-making process requirements under Chapter 14A of our Board. Our independent non-executive Directors have been appointed in accordance with the Listing Rules, including the requirements of the Listing Rules reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the decisions of the Board are made only after due consideration of independent and impartial opinionsrelevant resolutions. Based on the above, our Directors are satisfied that the our Board as a whole, whole together with our senior management team, is team are able to perform their roles the managerial role in our Group independently. Despite that the Concerted Parties will continue to hold a substantial interest in our Company in managing and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regarding, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate our business independently. We have established an independent accounting and finance department and an independent internal control system. Our accounting and finance functions are independent independently from our Single Largest Group of our Controlling Shareholders, and we can make financial decisions independently. In addition, we are capable our organizational structure is made up of obtaining financing from independent third parties without relying on any guarantee individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or security provided by administrative personnel is under the employment of our Controlling Single Largest Group of Shareholders or their respective close associates. As We have also established a set of June 30internal control measures to facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, 2020, we had a number of outstanding loans with principal amounts please refer to “Business — Risk Management and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party TransactionsInternal Control.” and Note 25 of the Accountants’ Report as set out in Appendix I to this document for more details. All such guarantees provided for our benefit by our Controlling Shareholders and their respective close associates Our Directors do not expect that there will be fully discharged prior to any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associates. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their close associates during the Track Record Period and will continue to operate independently During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before the [REDACTED]. As at the Latest Practicable Date, the amount of total borrowings and lease liabilities of our Group which involved guarantees from our Single Largest Group of Shareholders was approximately RMB94.4 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 36 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Controlling Single Largest Group of Shareholders and their respective close associates. Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of or to assist or act in concert with any other personour Shareholders’ and our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, any business or investment activities in we have implemented the PRC, Hong Kong and other territories where our Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our Group) fromfollowing measures: