Common use of Management Independence Clause in Contracts

Management Independence. The Board comprises two executive Directors, three non-executive Directors and three independent non-executive Directors. Although Xx. Xxx is an executive Director and a Controlling Shareholder, our management and operational decisions are made by all our executive Directors and 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 and our Board. See “Directors and Senior Management” for further details. Each of our Directors is aware of his or her fiduciary duties as a Director which require, among others, that he or she must act for the benefit of and in the best interests of our Company and not allow any conflict between his or her duties as a Director and his personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board. See “– Corporate Governance Measures” for further details. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team is able to perform the managerial role in our Group independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in 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. Financial Independence We have established our own finance department with a team of financial staff, who are responsible for financial control, accounting, reporting, group credit and internal control functions of our Company, independent from our Controlling Shareholders. We can make financial decisions independently 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 third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective associates. During the Track Record Period and as of the Latest Practicable Date, there were no loans, advances and balances due to and from the Controlling Shareholders. Based on the above, our Directors are of the view that they and our senior management are capable of carrying on our business independently of, and do not place undue reliance on our Controlling Shareholders and their close associates after the [REDACTED]. CORPORATE GOVERNANCE MEASURES 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:

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, three two non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Xx. Xxx Xxxx is an the chairman of the Board, our chief executive officer, executive Director and also a Controlling Shareholdermember of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Directors and senior management, most of whom have served our Group for a long time and all of whom have substantial experience in the industry 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 and our Board. See “Directors Directors, Supervisors and Senior Management” for further details. Each of our Directors is aware of his or his/her fiduciary duties as a Director which require, among others, that he or he/she must act for the benefit of and in the best interests of our Company and not allow any conflict between his or his/her duties as a Director and his his/her personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our BoardBoard and provide independent advice to our Board committees. See “– Corporate Governance Measures” In addition, our Directors shall not vote in any Board resolution approving any contract or arrangement or any other proposal in which he/she or any of his/her close associates have a material interest and shall not be counted in the quorum present at the particular Board meeting. Any connected transactions between our Group and our Single Largest Group of Shareholders or their respective associates will be subject to the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for further detailsa 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 relevant resolutions. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team is are able to perform the managerial role in our Group independently. Operational Independence Although our Controlling Shareholders Despite that the Concerted Parties will retain continue to hold a controlling substantial interest in us our Company and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions onregarding, and to carry out, our own business operations independentlyindependently from our Single Largest Group of Shareholders. Our Company, Company (through our subsidiaries, ) holds or enjoys the benefit of all relevant licenses and qualifications necessary to carry on out our current businessbusinesses, and has sufficient capital, facilitiestechnology, technology equipment, accesses to customers and suppliers, and employees to operate the our business independently from our Controlling ShareholderSingle Largest Group of Shareholders. In addition, our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Shareholders or their respective close associates. We have access also established a set of internal control measures to third parties independently from facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not connected to expect that there will be any other significant transactions between our Controlling Shareholder for sources Group and our Single Largest Group of suppliers and customersShareholders upon or shortly after the [REDACTED]. Based on the above, our Directors are satisfied that we will be able to function and operate have been operating independently from our Controlling Single Largest Group of Shareholders and their close associates. associates during the Track Record Period and will continue to operate independently Financial Independence We have established During the Track Record Period and up to the Latest Practicable Date, our Group has our own finance department with a team of financial staff, who are responsible for financial internal control, accounting, reporting, group credit accounting and internal control functions of our Company, independent from our Controlling Shareholders. We can financial management system and we make financial decisions independently and according to our Controlling Shareholders do not intervene with our use of fundsown business needs. We have also established an independent audit systembank accounts and do not share any of our bank accounts, a standardized financial and accounting system and a complete financial management systemloan 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 have been and are capable of obtaining financing from third parties external sources without relying reliance on our Single Largest Group of Shareholders. With respect to any guarantee future financial assistance to be provided to, or security provided by received from, our Controlling Shareholders or their respective associates. During connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the Track Record Period and as requirements under Chapter 14A of the Latest Practicable DateListing Rules, there were no loansincluding the requirements of reporting, advances announcement and balances due independent Shareholders’ approval as appropriate, and undertake to and from the Controlling Shareholdersprovide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors are believe that we have the ability to operate independently from our Single Largest Group of the view that they and our senior management are capable of carrying on our business independently of, and do not place undue reliance on our Controlling Shareholders and their respective close associates after the [REDACTED]from a financial perspective and are able to maintain financial independence from our Single Largest Group of Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES Our Directors recognize Each of the importance members of good corporate governance our Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to act in protecting our Shareholders’ interestsand our best interests as a whole. We 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, we have adopted implemented the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and our Controlling Shareholdersmeasures:

Management Independence. The Our Board comprises two consists of nine Directors, comprising three executive Directors, three non-executive Directors and three independent non-executive Directors. Although Xx. Xxx is an executive Director and a Controlling Shareholder, We consider that our management and operational decisions are made by all our executive Directors Board and senior management, most management of whom have served our Company will function independently from each of our Single Largest Group of Shareholders and their close associates 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 and our Board. See “Directors and Senior Management” for further details. Each following reasons: • each of our Directors is aware of his or his/her fiduciary duties as a Director director which require, among othersothers things, that he or she must act for the benefit of and in the best interests of our Company and our Shareholders as a whole and must not allow any conflict between his or his/her duties as a Director and his his/her personal interests. Further, we believe ; • our three independent non-executive Directors will bring independent judgment have extensive experience in different areas and have been appointed in accordance with the requirements of the Listing Rules to ensure that the decision-making process decisions of our Board. See “– Corporate Governance Measures” for further detailsBoard 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 our Board as a whole together with our senior management team is they are able to perform the managerial role in their roles as Directors independently and manage our Group independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in 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 ShareholderSingle Largest Group of Shareholders and their close associates after the [REDACTED]. Financial Independence 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 financial management systems. We have adequate internal resources and a credit profile to support our daily operations. As of the Latest Practicable Date, there were no outstanding loans or guarantees provided by, or granted to, our 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. Operational Independence Our Group holds all of the relevant material licenses, qualifications and permits required for conducting our business. We have access to third parties 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 not connected 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 Controlling Shareholder for sources of suppliers and customersbusiness. Based on the above, our Directors are satisfied that we will be able to function and operate have been operating independently from our Controlling Single Largest Group of Shareholders and their respective close associates. Financial Independence We have established our own finance department with a team of financial staff, who are responsible for financial control, accounting, reporting, group credit and internal control functions of our Company, independent from our Controlling Shareholders. We can make financial decisions independently 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 third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective associates. During associates during the Track Record Period and as of the Latest Practicable Date, there were no loans, advances will continue to operate independently and balances due to and from the Controlling Shareholders. Based on the above, our Directors are of the view that they and our senior management are capable of carrying on our business independently of, and do not place undue reliance on our Controlling Single Largest Group of Shareholders and their close associates after the [REDACTED]. CORPORATE GOVERNANCE MEASURES 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:.

Management Independence. The Board comprises two executive Directors, three four non-executive Directors and three independent non-executive Directors. Although Both of Xx. Xxxx and Xx. Xx are executive Directors and Xx. Xxx is an a non-executive Director Director. All the other Directors and a other members of our senior management are independent from our Controlling Shareholder, Shareholders. The daily operational and management decisions of our management and operational decisions Group are made collectively by all our executive Directors Board and 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 team, and our Board. See “Directors we have the capabilities and Senior Management” for further detailspersonnel 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 Director, which require, among othersother things, that he or she must act acts 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. FurtherIn 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. See “– Corporate Governance Measures” for further detailsOur 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 our the Board as a whole whole, together with our senior management team team, is able to perform the managerial role their roles in our Group Company in managing our business independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in 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. Financial Independence We have established our own an independent accounting and 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 independent of our Company, independent from our Controlling Shareholders. We , and we can make financial decisions independently 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 systemindependently. 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. During 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 Track Record Period 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 and or non-trade balances due to and or from the our Controlling ShareholdersShareholders 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 of the view satisfied that they and our senior management we are capable of carrying on our business independently of, and do not place undue reliance on able to maintain financial independence from our Controlling Shareholders and their respective close associates. NON-COMPETITION UNDERTAKING 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 after (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 [REDACTED]. CORPORATE GOVERNANCE MEASURES Our Directors recognize PRC, Hong Kong and other territories where our Company carries out business which is the importance same as, similar to or in competition with the business carried on or contemplated to be carried on by any member 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 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 Controlling ShareholdersGroup) from:

Management Independence. The Board comprises two executive Directors, three four non-executive Directors and three independent non-executive Directors. Although Both of Xx. Xxxx and Xx. Xx are executive Directors and Xx. Xxx is an a non-executive Director Director. All the other Directors and a other members of our senior management are independent from our Controlling Shareholder, Shareholders. The daily operational and management decisions of our management and operational decisions Group are made collectively by all our executive Directors Board and 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 team, and our Board. See “Directors we have the capabilities and Senior Management” for further detailspersonnel 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 Director, which require, among othersother things, that he or she must act acts 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. FurtherIn 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. See “– Corporate Governance Measures” for further detailsOur 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 our the Board as a whole whole, together with our senior management team team, is able to perform the managerial role their roles in our Group Company in managing our business independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in 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. Financial Independence We have established our own an independent accounting and 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 independent of our Company, independent from our Controlling Shareholders. We , and we can make financial decisions independently 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 systemindependently. 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. During 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 Track Record Period Accountants’ Report as set out in Appendix I to this 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 Listing. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances and or non-trade balances due to and or from the our Controlling ShareholdersShareholders 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 of the view satisfied that they and our senior management we are capable of carrying on our business independently of, and do not place undue reliance on able to maintain financial independence from our Controlling Shareholders and their respective close associates. NON-COMPETITION UNDERTAKING 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 after (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 [REDACTED]. CORPORATE GOVERNANCE MEASURES Our Directors recognize PRC, Hong Kong and other territories where our Company carries out business which is the importance same as, similar to or in competition with the business carried on or contemplated to be carried on by any member 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 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 Controlling ShareholdersGroup) from:

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, three two non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Xx. Xxx Xxxx is an the chairman of the Board, our chief executive officer, executive Director and also a Controlling Shareholdermember of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Directors and senior management, most of whom have served our Group for a long time and all of whom have substantial experience in the industry 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 and our Board. See “Directors Directors, Supervisors and Senior Management” for further details. Each of our Directors is aware of his or his/her fiduciary duties as a Director which require, among others, that he or he/she must act for the benefit of and in the best interests of our Company and not allow any conflict between his or his/her duties as a Director and his his/her personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our BoardBoard and provide independent advice to our Board committees. See “– Corporate Governance Measures” In addition, our Directors shall not vote in any Board resolution approving any contract or arrangement or any other proposal in which he/she or any of his/her close associates have a material interest and shall not be counted in the quorum present at the particular Board meeting. Any connected transactions between our Group and our Single Largest Group of Shareholders or their respective associates will be subject to the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for further detailsa 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 relevant resolutions. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team is are able to perform the managerial role in our Group independently. Operational Independence Although our Controlling Shareholders Despite that the Concerted Parties will retain continue to hold a controlling substantial interest in us our Company and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions onregarding, and to carry out, our own business operations independentlyindependently from our Single Largest Group of Shareholders. Our Company, Company (through our subsidiaries, ) holds or enjoys the benefit of all relevant licenses and qualifications necessary to carry on out our current businessbusinesses, and has sufficient capital, facilitiestechnology, technology equipment, accesses to customers and suppliers, and employees to operate the our business independently from our Controlling ShareholderSingle Largest Group of Shareholders. In addition, our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Shareholders or their respective close associates. We have access also established a set of internal control measures to third parties independently from facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not connected to expect that there will be any other significant transactions between our Controlling Shareholder for sources Group and our Single Largest Group of suppliers and customersShareholders upon or shortly after the [REDACTED]. Based on the above, our Directors are satisfied that we will be able to function and operate have been operating independently from our Controlling Single Largest Group of Shareholders and their close associates. associates during the Track Record Period and will continue to operate independently Financial Independence We have established During the Track Record Period and up to the Latest Practicable Date, our Group has our own finance department with a team of financial staff, who are responsible for financial internal control, accounting, reporting, group credit accounting and internal control functions of our Company, independent from our Controlling Shareholders. We can financial management system and we make financial decisions independently and according to our Controlling Shareholders do not intervene with our use of fundsown business needs. We have also established an independent audit systembank accounts and do not share any of our bank accounts, a standardized financial and accounting system and a complete financial management systemloan 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 have been and are capable of obtaining financing from third parties external sources without relying reliance on our Single Largest Group of Shareholders. With respect to any guarantee future financial assistance to be provided to, or security provided by received from, our Controlling Shareholders or their respective associates. During connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the Track Record Period and as requirements under Chapter 14A of the Latest Practicable DateListing Rules, there were no loansincluding the requirements of reporting, advances announcement and balances due independent Shareholders’ approval as appropriate, and undertake to and from the Controlling Shareholdersprovide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors are believe that we have the ability to operate independently from our Single Largest Group of the view that they and our senior management are capable of carrying on our business independently of, and do not place undue reliance on our Controlling Shareholders and their respective close associates after the [REDACTED]from a financial perspective and are able to maintain financial independence from our Single Largest Group of Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES Our Directors recognize Each of the importance members of good corporate governance our Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to act in protecting our Shareholders’ interestsand our best interests as a whole. We 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, we have adopted implemented the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and our Controlling Shareholdersmeasures:

Management Independence. The Board comprises two executive Directors, three four non-executive Directors and three independent non-executive Directors. Although Both of Xx. Xxxx and Xx. Xx are executive Directors and Xx. Xxx is an a non-executive Director Director. All the other Directors and a other members of our senior management are independent from our Controlling Shareholder, Shareholders. The daily operational and management decisions of our management and operational decisions Group are made collectively by all our executive Directors Board and 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 team, and our Board. See “Directors we have the capabilities and Senior Management” for further detailspersonnel 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 Director, which require, among othersother things, that he or she must act acts 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. FurtherIn 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. See “– Corporate Governance Measures” for further detailsOur 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 our the Board as a whole whole, together with our senior management team team, is able to perform the managerial role their roles in our Group Company in managing our business independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in 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. Financial Independence We have established our own an independent accounting and 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 independent of our Company, independent from our Controlling Shareholders. We , and we can make financial decisions independently 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 systemindependently. 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. During As of December 31, 2019, we had a number of outstanding loans in an aggregate amount of RMB91.5 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 24 of the Track Record Period 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 and or non-trade balances due to and or from the our Controlling ShareholdersShareholders 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 of the view satisfied that they and our senior management we are capable of carrying on our business independently of, and do not place undue reliance on able to maintain financial independence from our Controlling Shareholders and their respective close associates. NON-COMPETITION UNDERTAKING 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 [●], 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 after (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 [REDACTED]. CORPORATE GOVERNANCE MEASURES Our Directors recognize PRC, Hong Kong and other territories where our Company carries out business which is the importance same as, similar to or in competition with the business carried on or contemplated to be carried on by any member 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 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 Controlling ShareholdersGroup) from: