Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable representations, warranties and undertakings below: (1) Party A is a wholly foreign-owned limited liability company duly incorporated and validly existing under the laws of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party A’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws; (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings below: (1) Party B is a limited liability company duly incorporated and validly existing under the laws of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 7.1 The Borrower hereby represents and warrants with the Lender, in terms of the representations and warranties more particularly set out in Schedule 3 hereto. 7.2 Each Party A hereby makes irrevocable representationsrepresents, warranties warrants and undertakings belowundertakes to the other Party that: (1a) the first-mentioned Party A is a wholly foreign-owned limited liability company duly incorporated and validly existing under the laws of China; Party A or applicable laws, with full power and authority to own its designated service provider will, prior assets and to conduct its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such servicesbusiness as currently conducted; (2b) the first-mentioned Party A has the power to execute and deliver this Agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the necessary corporate actionsperformance of such obligations; (c) this Agreement constitutes legal, obtained valid and binding obligations on the necessary authorizationfirst-mentioned Party in accordance with its terms; (d) the execution and delivery by the first-mentioned Party of this Agreement and the performance by the first-mentioned Party of its obligations under it do not and will not conflict with or constitute a default under or breach of any provision of: (i) the constitutional documents of the first-mentioned Party; (ii) any agreement or instrument to which the first-mentioned Party is a party; or (iii) any law, regulation, lxxx, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the first-mentioned Party is bound or subject; (e) all authorisations from, and obtained notices or filings with, any governmental or other authority that are necessary to enable the consent and approval of any third party and government authority (if necessary) first-mentioned Party to execute, deliver and perform its obligations under this AgreementAgreement have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with; and (f) the Recitals to this Agreement are true and accurate insofar as they relate to it. 7.3 The representations and warranties made by each Party A’s execution, delivery under the foregoing of this Clause 7 and performance Schedule 3 shall be deemed furnished on the date of this Agreement shall not violate and to be repeated on the express provisions of Chinese laws; (3) This Agreement constitutes obligations which are lawfulFirst Disbursement Date and the Second Disbursement Date, valid as the case may be, with reference to the facts and binding on it and enforceable against it under the provisions hereofcircumstances then subsisting as if made at such time. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings below: (1) Party B is a limited liability company duly incorporated and validly existing under the laws of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A Any party hereby makes irrevocable representations, warranties represents and undertakings belowwarrants to the other parties as follows: (1) Party A is a wholly foreign-owned limited liability company duly incorporated The party has complete and validly existing under the laws of China; Party A or its designated service provider will, prior independent legal status and legal ability to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to executesign, deliver and perform this Agreement; Party A’s execution, delivery and performance of can independently act as the litigation subject; (2) The party has all necessary rights, capabilities and authority to sign this Agreement shall not violate the express provisions of Chinese lawsand perform all obligations and responsibilities under this Agreement; (3) The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals; (4) When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and (5) This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes obligations which are lawful, valid to a legal and binding on it and enforceable against it under obligation of the provisions hereofparty. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings belowParty C jointly make further representations and guarantees to Party A as follows: (1) On the effective date of this Agreement, Party B is a limited liability company duly incorporated legally owns the equity of Party C, and validly existing under has complete and effective right to dispose of the laws equity. The registered capital of ChinaParty C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Businessno right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements. (2) Within the validity period of this Agreement, Party B has taken shall not transfer any equity held by Party C to any third party, or the necessary corporate actions, obtained the necessary authorization, transferred equity shall be free and obtained the consent and approval clean of any third party and government authority (if necessary) to executemortgage, deliver and perform this Agreement; pledge, any other types of encumbrances without the prior written consent of Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws.A. (3) This Agreement constitutes obligations which are lawfulWhere permitted by relevant Chinese laws, valid Party B and Party C will extend the operating period of Party C according to and binding on it and enforceable against it under the provisions hereofapproved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable). (4) Without Within the prior validity period of this Agreement, without the written consent of Party A, Party B B: (i) shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity; (ii) shall not dispose of or urge the management of Party B’s C to dispose of any major assets of Party C; (iii) shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement. (iv) shall not appoint or replace any director, supervisor or other management personnel of Party C; (v) shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends; (vi) shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved; (vii) shall not amend the articles of association of Party C; and (viii) shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any manner, nor shall Party B change its existing composition of sharessubstantive obligations besides the normal business activities. (5) Once Party A issues a written exercise notice: (i) Party B will pay shall immediately convene the service fees shareholders’ meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A in full and/or its designated third party at the agreed share price, and on schedule as stipulated herein.waive its first refusal right; (6ii) Party B will promptly inform Party A of According to the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party Asigned Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any designated third party to impose obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other security interest in its assets or interestsrestrictions on the equity. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 3.1 The Shareholders hereby hereby separately represent and warrant to Party A solely with respect to the equity interests of Party C held by them on the date of execution of this Agreement and the date of purchase/transfer of each Purchased Share, solely with respect to the equity interests held by Party C (except for the commitments in Clauses 3.1.5 to 3.1.9), and the original Shareholders and Party C hereby makes irrevocable represent and warrant to Party A solely with respect to the equity interests of Party C held by them on the date of execution of this Agreement and the purchase date of each Purchased Share/ On the date of assignment, Party A jointly and separately represents and warrants as follows: 3.1.1 It has the power, right, authority and capacity to enter into and deliver this Agreement and any equity transfer agreement to which it is a party for each equity transfer under this Agreement (each, a “Transfer Agreement”) and to perform its obligations under this Agreement and any Transfer Agreement. When Party B and Party C exercise the right to purchase shares, they will sign a transfer agreement consistent with the terms of this Agreement. This Agreement and the assignment agreement to which it is a party, once signed, shall constitute a legal, valid and binding obligation against it and may be enforced against it in accordance with its terms; 3.1.2 The execution and delivery of this Agreement or any assignment agreement, and the performance of the obligations of the Parties under this Agreement or any assignment agreement, will not: (i) result in a violation of any relevant Chinese laws and regulations; (ii) contradicts Party C’s articles of association or other constitutive documents; (iii) results in a breach of, or constitutes a breach of, any agreement or document to which it is a party or bind; (iv) results in a breach of any licence or approval issued to it by the relevant government authority; or (v) result in the suspension or revocation or imposition of any licence or approval issued to it by the relevant governmental authority; 3.1.3 There are no pending or other judicial or administrative proceedings that may materially affect the performance of this Agreement, Party C’s assets or any assignment agreement; 3.1.4 Party B has good and saleable ownership of all the equity held by Party C. Except for the pledge under the Equity Interest Pledge Agreement, there is no security interest in the equity of Party C held by Party B; 3.1.5 Party B has disclosed to Party A all circumstances that may have a material adverse effect on the performance of this Agreement; 3.1.6 The equity purchase right granted by Party B to Party A is exclusive, and Party B does not grant similar rights to other third parties in any other way before or at the same time as granting Party A’s equity purchase right; 3.1.7 Party C has good and saleable ownership of all assets, and Party C does not have any security interest in such assets; 3.1.8 Party C shall not have any outstanding debts, except for (i) debts incurred in the ordinary course of its business, and (ii) debts that have been disclosed to Party A and agreed in writing by Party A; and 3.1.9 Party C complies with all laws and regulations applicable to the acquisition of assets; 3.2 The shareholders of the Investor hereby undertake separately as follows (except for the commitments in Clauses 3.2.3 to 3.2.5) solely with respect to their equity interests in Party C, and the shareholders of the original Company jointly and separately make the following commitments during the term of this Agreement: 3.2.1 Party B shall not sell, transfer, gift, mortgage or otherwise dispose of the legal or beneficial interest in Party C’s equity owned by Party C, or permit the creation of any other security interest therein, except for the creation of a pledge interest under the Equity Interest Pledge Agreement; 3.2.2 Party B will not grant other third-party options or similar rights in any other way; 3.2.3 Party B will cause and ensure that the business operated by Party C complies with relevant applicable laws, regulations, regulations and other management regulations and documents issued by the competent government authorities, and there is no violation of the above provisions that may cause a significant adverse impact on the business or assets operated by the Company; 3.2.4 In accordance with good financial and business standards and practices, Party B will maintain the effective existence of Party C, operate its business and affairs prudently and efficiently, use its best efforts to obtain and maintain the permits, licenses and approvals necessary for Party C’s continued operation, and ensure that such permits, licenses and approvals are not cancelled, withdrawn or declared invalid; 3.2.5 Party B will provide Party A with all operational and financial information about Party C at Party A’s request; 3.3 The shareholders of the original company and Party C hereby undertake to do the following, respectively and jointly, except with the express written consent of Party A (or a third party designated by it), the shareholders of the original company shall not jointly or unilaterally engage in the following acts: 3.3.1 Supplement or modify Party C’s constitutional documents in any form, and such addition, modification or modification will have a material adverse effect on Party C’s assets, liabilities, operations, equity and other legal rights (except for the same proportion of capital increase to meet legal requirements), or may affect the effective performance of this Agreement and other agreements signed by Party A, Party B and Party C; 3.3.2 Cause Party C to enter into or enter into transactions or conduct that will materially adversely affect Party C’s assets, liabilities, operations, equity and other legal rights (except in the ordinary or ordinary course of business or disclosed to Party A with the express prior written consent of Party A); 3.3.3 Urge the shareholders’ meeting of Party C to pass a resolution on the distribution of dividends and dividends; 3.3.4 sell, assign, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity at any time from the effective date of this Agreement, or permit the creation of any other security interest in it (other than a pledge under the Share Pledge Agreement); 3.3.5 to cause the shareholders of Party C to approve the sale, transfer, mortgage or other disposal of any legitimate or beneficial interest in equity, or to allow any other security interest to be placed thereon, or to increase or decrease the registered capital of Party C through a resolution of the shareholders’ meeting, or to change the structure of the registered capital; 3.3.6 to cause the shareholders of Party C to approve a merger or alliance with any person, or to acquire or invest in any person, or to reorganize in any other form; 3.3.7 Urge the shareholders’ meeting of Party C to approve Party C’s self-winding, liquidation or dissolution. 3.4 The shareholders of the Investor hereby undertake separately as follows, only with respect to the equity interests of Party C held by them, and the shareholders of the original Company jointly and separately make the following commitments during the validity period of this Agreement: 3.4.1 will promptly notify Party A in writing of any litigation, arbitration or administrative proceedings that have occurred or may occur in respect of its shareholding, or any circumstances that may adversely affect such equity; 3.4.2 It will cause the shareholders meeting of Party C to deliberate and approve the transfer of the purchased equity under this Agreement, cause Party C to amend its articles of association to reflect the changes in Party C’s equity interests after Party A and/or its designated third party exercises their rights under this Agreement, and other changes described in this Agreement, and immediately apply to the competent authority in China for approval (if such approval is required by law), handle the registration of changes, and at Party A’s request, cause Party C to approve the appointment of Party A through a resolution of the shareholders’ meeting and/or / or a person designated by a third party designated by it as a director and legal representative of Party C; 3.4.3 Sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate charges or defend all claims in order to maintain Party B’s legal and valid ownership of the corresponding equity before Party A and/or a third party designated by it exercises the rights; 3.4.4 At the request of Party A, Party A shall, at any time, unconditionally transfer its equity interests to Party A and/or a third party designated by Party A at the time specified by Party A, and waive its right of first refusal to the equity transfer made by other Party C shareholders in accordance with Party A’s instructions at that time; 3.4.5 If Party B obtains any profit, dividend, dividend, or liquidation proceeds from Party C, Party B shall promptly gift it to Party A or any person designated by Party A on the premise of complying with Chinese laws; 3.4.6 Strictly abide by the provisions of this Agreement and other agreements signed jointly or separately between Party B and Party A, earnestly perform the obligations under such agreements, and do not take any act/omission that is sufficient to affect the validity and enforceability of such agreements. 3.5 Party C and the shareholders of the original company hereby jointly and separately make the following representations, warranties and undertakings belowto Party A, during the term of this Agreement: (1) 3.5.1 Unless Party A is (or a wholly foreign-owned limited liability company duly incorporated and validly existing under the laws of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessarydesignated by it) to execute, deliver and perform this Agreement; Party A’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws; (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings below: (1) Party B is a limited liability company duly incorporated and validly existing under the laws of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without obtains the prior written consent of Party A, Party B Huawei shall not dispose of Party B’s major assets engage in any manner, nor shall Party B change its existing composition of shares.the following acts: (5a) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceedsincome, or provide security to any third party, or allow any third party to impose permit the creation of any other security interest therein (except in its assets the ordinary or interests.ordinary course of business or disclosed to you with your express prior written consent); (8) Without b) enter into transactions that will or may materially adversely affect its assets, liabilities, operations, equity and other legal rights (except in the ordinary or ordinary course of business or disclosed to you with your prior express written consent); (c) pay dividends and dividends to each shareholder in any form, provided that upon Party A’s request, Party C shall immediately distribute all its distributable profits to all its shareholders within the scope permitted by Chinese law; (d) incurs, inherits, guarantees or permits the existence of any debt, but (i) debts arising in the ordinary or ordinary course of business and not by means of borrowing; and (ii) except for debts that have been disclosed to you and expressly agreed in advance by you; (e) enter into any material contract, except for contracts entered into in the ordinary course of business (for the purposes of this clause, if the amount of a contract exceeds RMB 50,000, the contract shall be regarded as a material contract); (f) Increase or decrease Party C’s registered capital through a resolution of the shareholders’ meeting, or change the structure of the registered capital separately; (g) supplement, change or amend Party C’s articles of association in any form; (h) merge or join forces with any person, or acquire any person or invest in any person; (i) Extending loans or credit to any person (except for loans to banks that have been disclosed to us and expressly agreed in advance in writing to you for the purpose of normal or ordinary course of business); or (j) Unless required by Chinese law, Party C shall not be dissolved or liquidated without the written consent of Party AA. 3.5.2 On the date of signature this Agreement and each delivery date, Party B and its subsidiaries C shall not consolidatehave any outstanding debts, merge except for debts incurred in the ordinary course of its business and debts that have been disclosed to Party A and obtained prior consent from Party A. 3.5.3 On the date of signature this Agreement and each delivery date, there are no ongoing or form potential litigation, arbitration or administrative proceedings relating to equity, Party C’s assets or other litigation, arbitration or administrative proceedings that may have a joint entity material adverse effect on Party C’s performance of this Agreement, except for litigation, arbitration or administrative proceedings that have been disclosed to Party A and expressly agreed by Party A. 3.5.4 Party C has not been declared bankrupt; 3.5.5 Party C hereby undertakes to Party A that it will comply with any all laws and regulations applicable to the acquisition of equity and assets during the term of this Agreement, bear all expenses arising from the equity transfer, and go through all necessary procedures for Party A or its designated third partyparty to become a shareholder of Party C, acquire or be acquired or controlled by any third partyincluding but not limited to assisting Party A to obtain the necessary approvals related to the equity transfer from the approval authority, increase or decrease its registered capitalsubmitting the relevant application documents required for the registration of the change of equity to the competent business administration department, or otherwise change its composition and amending the register of sharesshareholders.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 7.1. For the purpose of this Contract, Party A hereby makes irrevocable representations, warranties unconditionally and undertakings belowirrevocably represents and warrants to Party B as follows: (1) Party A is a wholly foreign-owned limited liability company an enterprise duly incorporated and validly existing under the laws of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits in accordance with PRC Laws and licenses necessary for the provision of such serviceshaving an independent legal personality; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, power and obtained the consent and approval of any third party and government authority (if necessary) legal capacity to execute, deliver execute and perform this Agreement; Contract and other documents related to the Contract, to which Party A’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese lawsA is a party; (3) This Agreement constitutes obligations Party A has taken all measures and obtained all authorizations required for executing this contract and all other documents to which are lawfulParty A is a party; (4) Party A has obtained from the competent PRC governmental authorities all approvals, consents, authorizations and permits required for executing this contract, the Articles of Association and the Appendices; and (5) except as disclosed by Party A to Party B, Party A is the lawful owner of and has full and valid title to contribution made by Party A to the JVC, free and binding on it clear of any security, mortgage, pledge, lien and/or other encumbrance/debt of any kind in favor of any third party. No third [**] Certain information in this document has been omitted and enforceable against it under filed separately with the provisions hereofSecurities and Exchange Commission. party is entitled to exercise any right or claim of any kind whatsoever over such assets. 4.2 7.2. For the purpose of the Contract, Party B hereby makes irrevocable representations, warranties unconditionally and undertakings belowirrevocably represents and warrants to Party A as follows: (1) Party B is a limited liability company duly incorporated and validly existing under in accordance with the laws of China. Party B has obtained the place of its incorporation and will maintain all government permits and licenses necessary for its conducting the Primary Business.having an independent legal personality; (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, power and obtained the consent and approval of any third party and government authority (if necessary) legal capacity to execute, deliver execute and perform this Agreement; Contract and other documents related to the Contract, to which Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws.B is a party; (3) This Agreement constitutes obligations Party B has taken all measures and obtained all authorizations required for executing this contract and all other documents to which are lawful, valid to and binding on it and enforceable against it under the provisions hereof.Party B is a party; (4) Without the prior written consent of Party A, Party B shall not dispose has obtained all approvals, consents, authorizations and permits required for executing this contract, the Articles of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares.Association and the Appendices; and (5) Party B is the lawful owner of and has full and valid title to contribution made by Party B to the JVC, free and clear of any security, mortgage, pledge, lien and/or other encumbrance of any kind in favor of any third party. No third party is entitled to exercise any right or claim of any kind whatsoever over such cash. 7.3. After mutual consultation, Party A or Party B unconditionally and irrevocably represents, warrants or undertakes as follows: (1) the assets and liabilities of the TCM Factory to be transferred to the JVC as recognized by Party B shall be determined based on the Closing Audit Report (as defined below). Any rights and liabilities with respect to the TCM Factory that are not disclosed in the Closing Audit Report shall be owned, undertaken or settled by Party A, and the JVC shall not be involved therein; (2) Party A and Party B shall engage a PRC-qualified public accounting firm to audit the balance sheet confirmed by Party A and Party B, and the audited financial statements shall serve as the basis for the general ledger of the JVC; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (3) considering a)the TCM Factory continues in business as a going concern; b)the balance sheet in Appendix (A) hereto solely reflects transaction price of the assets based on the appraisal; and c) there have been changes in the balance sheet from the appraisal date to the Closing Date after the establishment of the JVC, the Parties agree to appoint a PRC-registered public accounting firm to audit the financial statements of the TCM Factory for the period ended on the Closing Date, and issue an audit report (the “Closing Audit Report”). The JVC will pay prepare accounts based on the service fees Closing Audit Report, compare them with the financial statements attached hereto as Appendix (A), calculate the differences between the value on the appraisal date and that on the Closing Date, and reconcile the accounts accordingly. Party A shall either make or receive a payment in cash to reconcile the differences with the goal of ensuring that the capital contribution made by each Party continue to represent 50% of the registered capital of the JVC; (4) Party A warrants that all materials disclosed to Party B with respect to the assets and liabilities of the TCM Factory are complete, true and valid. Party A shall be liable to compensate all losses suffered by the JVC arising from any untrue statements provided by Party A; (5) starting from the Date of Establishment of the JVC, Party A shall assist the JVC in counting, stocktaking and confirming the assets, and deliver to JVC all assets, documents and materials that the JVC shall be entitled to, and the JVC shall confirm to Party A the receipt of above in full and on schedule as stipulated herein.writing ; (6) Party B will promptly inform A warrants that a) the lands and factory buildings as well as all power, environmental protection and sewage facilities as party of Party A’s contribution to the JVC comply with the requirements and criteria imposed by the government and in good working conditions; and b) Party A of the circumstances that have has not received any instruction or may have a material adverse effect on its business and its operationother notices issued by any governmental authority, and shall make every effort requiring Party A to prevent the occurrence of such circumstances and/or the expansion of losses.change land use, or add, expand or remodel any facilities to fulfill regulatory requirements; (7) Except in connection with the account receivable and other receivables confirmed by both Parties as required listed on the balance sheet in the Closing Audit Report, Party A shall enter into contracts, agreements or acknowledgement statements with relevant enterprise and individual debtors (the “Debtors”), whereby the Debtors shall confirm the amount owned by them to the JVC and undertake to pay off the confirmed [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. amounts to the JVC within three (3) months after the Date of Establishment. The JVC may provide funds or loans to the Debtors later depending on the each case. Any amount that is not confirmed or paid by the daily operationDebtors will be removed from the balance sheet, without and Party A will be responsible for collecting such amount for itself, and it shall pay the prior written consent JVC, in cash, an amount equal to such amount to make up the balance; (8) in connection with the account payable and other payables confirmed by both Parties as listed on the balance sheet in the Closing Audit Report, Party A shall enter into contracts, agreements or acknowledgement statements with relevant enterprise and individual creditors (the “Creditors”), whereby the Creditors shall confirm the amounts owed by the JVC to them. JVC shall make the payment to the Creditors within three months after the Date of Establishment. If Party A fails to have any amount confirmed and paid within three months after the Date of Establishment, such unconfirmed or unpaid amount will be removed from the balance sheet. Party A will be responsible for making the payment of the unconfirmed or unpaid amount, and the JVC shall pay Party A amount equal to such amounts in cash; (9) the liabilities listed on the balance sheet confirmed by both Parties (i.e., the liabilities listed on Closing Audit Report) shall be the maximum amount (the “Cap”) that the JVC agrees to assume. Party A shall be responsible for handling or paying off any unrecorded liabilities or any liabilities that exceeds the Cap, and guarantee that the JVC will not assume any legal or economic liabilities or suffer any losses arising therefrom; (10) Party A shall obtain the confirmation and approval of the transfer of the state-owned assets to the JVC from the competent SASAC; (11) if the JVC needs to apply for bank loans due to operational demands, Party A agrees to assist the JVC in obtaining bank loans on conditions no less favorable than those offered to Party A; (12) Party A shall be responsible for dealing with the legal and economic relationships and assume any liabilities related to its investment projects or tertiary industry projects (if any) that are not handed over to the JVC, so as to ensure under no circumstance, will the JVC be liable for any consequences in connection therewith; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (13) in connection with Party A’s in-kind contribution of inventory to the JVC, Party A warrants that (i) the inventory (including raw materials, finished drug products and packaging materials) is relevant to the product Varieties of the JVC (see Appendix 1 hereto); (ii) the raw materials and the non-medicinal ingredients comply with the quality standards and requirements; and (iii) no half-finished or finished Chinese medicine has reached it expiry date. Within one month after the establishment of the JVC, Party B may engage a provincial-level pharmaceutical research institute to examine the quality of the inventory as it deems necessary. Based on the pharmaceutical research institute’ testing result, any inventory that does not comply with the above requirements will not be counted as part of Party A’s contribution to the JVC. Party A may reduce its contribution to the JVC by an amount equals to the value of such unqualified inventory. If the testing result issued by the pharmaceutical research institute shows a quantity deviation within +/- 5 percent, Party B shall unconditionally accept such result without adjusting the accounts and its subsidiaries assume the testing expenses payable to the pharmaceutical research institute. If the testing result shows a quantity deviation above +/- 5 percent, Party A shall pay or get paid for the amount exceeding +/- 5 percent within 10 days, and shall be responsible for the testing expenses; (14) Party A undertakes that, after the Date of Establishment of the JVC, it shall procure the existing employees of the TCM Factory enter into employment contracts with the JVC. For the retired employees of the TCM Factory, the JVC shall make one-off payment of [**] to Party A to be used toward compensations and payment of benefits related to these employees, and thereafter Party A shall be responsible for settling any issue relating to the compensations and benefits with respect to the retired employees, and the JVC shall not sellbe responsible therefor; (15) Party A undertakes that it shall be responsible for all taxes (e.g. sales tax, transfervalue-added tax and income tax), mortgage or otherwise dispose employees’ taxes (including, without limitation, personal income tax), social welfare funds and other expenses incurred prior to the Closing Date that are not disclosed in the Closing Audit Report, except for any employee compensation and /or severance payment arising out of the legitimate interests termination of a labor contract with an employee. Under no circumstance, shall the JVC be held responsible for such taxes and expenses; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (16) Party A undertakes that starting from the Date of Establishment of the JVC, to ensure a steady transition of the JVC, it will assist the JVC with the day-to-day operation, procure the JVC to enter into relevant contracts with the distributors and the suppliers after the Closing Date, and maintain supply chain (including but not limited to raw materials, non-medicinal ingredients, packaging materials, semi-finished products) running smoothly; (17) Party A shall endeavor to divest itself of all divestible liabilities and assets relating to the “external medicines” prior to the Closing Date. The Parties will consult with each other to resolve matters relating to the portions that are not divestible; (18) Party A undertakes it will cease operating businesses or manufacturing any assetsproduct in the name of the TCM Factory after the Closing Date. Party A shall carry out the deregistration procedures for the TCM Factory after the TCM Factory has transferred all certificates and approvals granted to it; (19) Party A represents and warrants that it is the lawful owner of the “Two Certificates” of the TCM Factory, business “Product Certificates or proceedsApprovals” of the TCM Factory, and the patents of the TCM Factory as set forth in Chapter 10 hereof, and no third party has raised or provide security will raise any claim or objection in respect of such ownership. Party A is entitled to lawfully transfer these “Two Certificates”, “Product Certificates or Approvals” and patents of the TCM Factory to the JVC. Party A undertakes to carry out the formalities with respect to ownership transfer of these “Two Certificates” , “Product Certificates or Approvals” and patents of TCM Factory to the JVC with the PRC governmental authorities within one month after the Closing Date and to complete such formalities within 12 months. Party B may grant Party A an extension to perform such obligation in accordance with the actual situations; (20) Party A guarantees that the JVC has the right to openly recruit employees in accordance with the development plans of the JVC; and (21) the Parties hereby agree that Party A shall be responsible for all debts (except for the accounts payable listed in the Closing Audit Report that will be assumed by the JVC as agreed by Party B) and liabilities (including but not limited to any third partyaccident or liability related to the TCM Factory or any products of the TCM Factory that occurs or [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. commences prior to the Closing Date and that continues to exist after the Closing Date) incurred by Party A related to TCM Factory Contracts prior to the date on which the TCM Factory Contracts (see Appendix (B) hereto) are transferred to the JVC (the “Closing Date”), and under no circumstance, will the JVC be responsible for such debts or allow liabilities. Party A shall indemnity, reimburse and hold the JVC harmless from any losses (including legal proceedings and attorneys’ fees) incurred by the JVC arising out of or resulting from any third party claim or demand brought after the Closing Date against the JVC related to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A’s above debts or liabilities. Party A shall be entitled to any benefits arising under TCM Factory Contracts relating to claims or rights incurred or brought against any third party by TCM Factory prior to the Closing Date. The JVC agrees to assist Party A in exercising or realizing such right or claim as and when needed. If the JVC receives any proceeds relating to such claims or rights as a result of the assumption of the TCM Factory Contracts, it shall immediately pay such proceeds to Party A. Any right, obligation, risk and liability under TCM Factory Contracts occurred after the Closing Date shall be owned, borne or assumed by the JVC pursuant to this Contract. Should Party A has received any advance payment or realized any rights a head of time prior to the Closing Date, Party B and its subsidiaries A shall not consolidate, merge immediately pay the received amount to the JVC or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of sharestransfer the realized rights to the JVC for free.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable representations, warranties 16.1 Seller represents and undertakings belowwarrants as follows: (1A) Party A it is a wholly foreignSino-owned limited liability company foreign cooperative joint venture duly incorporated organized and validly existing under the laws of the People's Republic of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2B) Party A it has taken the necessary corporate actionsfull legal right, obtained the necessary authorization, power and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party A’s Contract and the contracts and documents referred to in this Contract to which it is a party; (C) it has taken all appropriate and necessary action to authorize the execution, delivery and performance of this Agreement shall not violate Contract and the express provisions of Chinese laws;contracts and documents referred to in this Contract to which it is a party; and (3D) This Agreement constitutes obligations it has obtained all consents, approvals and authorizations necessary for the valid execution, delivery and performance of this Contract and the contracts and documents referred to in this Contract to which are lawfulit is a party, valid provided, however, that Appendix A to and binding on it and enforceable against it under this Contract is subject to the provisions hereofapproval of the relevant price approval authorities before this Contract shall become effective. 4.2 Party B hereby makes irrevocable representations, warranties 16.2 Purchaser represents and undertakings belowwarrants as follows: (1A) Party B it is a limited liability company Chinese enterprise duly incorporated organized and validly existing under the laws of the People's Republic of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business.; (2B) Party B it has taken the necessary corporate actionsfull legal right, obtained the necessary authorization, power and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s Contract and the contracts and documents referred to in this Contract to which it is a party; (C) it has taken all appropriate and necessary action to authorize the execution, delivery and performance of this Agreement Contract and the contracts and documents referred to in this Contract to which it is a party; and (D) it has obtained all consents, approvals and authorizations necessary for the valid execution, delivery and performance of this Contract and the contracts and documents referred to in this Contract to which it is a party, provided, however, that Appendix A to this Contract is subject to the approval of the relevant price approval authorities before this Contract shall not violate the express provisions of Chinese lawsbecome effective. (3) This Agreement constitutes obligations 16.3 If from time to time a financial institution which are lawfulis proposing to extend loan facilities or credit support to Seller reasonably requests any financial or other information, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B Purchaser will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of provide such circumstances and/or the expansion of lossesinformation. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A Any party hereby makes irrevocable representations, warranties represents and undertakings belowwarrants to the other parties as follows: (1) Party A is a wholly foreign-owned limited liability company duly incorporated The party has complete and validly existing under the laws of China; Party A or its designated service provider will, prior independent legal status and legal ability to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to executesign, deliver and perform this Agreement; Party A’s execution, delivery and performance of can independently act as the litigation subject; (2) The party has all necessary rights, capabilities and authority to sign this Agreement shall not violate the express provisions of Chinese lawsand perform all obligations and responsibilities under this Agreement; (3) The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals; (4) When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and (5) This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes obligations which are lawful, valid to a legal and binding on it and enforceable against it under obligation of the provisions hereofparty. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings belowParty C jointly make further representations and guarantees to Party A as follows: (1) On the effective date of this Agreement, Party B is a limited liability company duly incorporated legally owns the equity of Party C, and validly existing under has complete and effective right to dispose of the laws equity. The registered capital of ChinaParty C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Businessno right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements. (2) Within the validity period of this Agreement, Party B has taken shall not transfer any equity held by Party C to any third party, or the necessary corporate actions, obtained the necessary authorization, transferred equity shall be free and obtained the consent and approval clean of any third party and government authority (if necessary) to executemortgage, deliver and perform this Agreement; pledge, any other types of encumbrances without the prior written consent of Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws.A. (3) This Agreement constitutes obligations which are lawfulWhere permitted by relevant Chinese laws, valid Party B and Party C will extend the operating period of Party C according to and binding on it and enforceable against it under the provisions hereofapproved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable). (4) Without Within the prior validity period of this Agreement, without the written consent of Party A, Party B B: (i) shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity; (ii) shall not dispose of or urge the management of Party B’s C to dispose of any major assets of Party C; (iii) shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement. (iv) shall not appoint or replace any director, supervisor or other management personnel of Party C; (v) shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends; (vi) shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved; (vii) shall not amend the articles of association of Party C; and (viii) shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any manner, nor shall Party B change its existing composition of sharessubstantive obligations besides the normal business activities. (5) Once Party A issues a written exercise notice: (i) Party B will pay shall immediately convene the service fees shareholders’ meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A in full and/or its designated third party at the agreed share price, and waive its first refusal right; (ii) According to the signed Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its designated third party to obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other restrictions on schedule as stipulated hereinthe equity. (6) If Party C is dissolved or liquidated in accordance with the laws and regulations of the PRC, all remaining assets attributable to Party B will promptly inform be transferred to Party A or a third party designated by Party A in accordance with the minimum purchase price permitted by the laws and regulations of the circumstances PRC. Each of Party B and Party C undertakes that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent it will return the occurrence consideration received in respect of such circumstances and/or transfer to Party A or a third party designated by it in full in accordance with the expansion laws of losses.the PRC; (7) Except as required by If the daily operationbankruptcy, without the prior written consent reorganization or merger of Party AC, the disappearance, death, incapacity, divorce, marriage or any other event of Party B results in a change in the equity in Party C held by Party B or results in circumstances affecting the exercise by Party B of its shareholder rights in Party C, then: (i) the successor of the equity in Party C held by Party B or any other person entitled to claim rights or benefits in respect of the equity in Party C held by Party B and its subsidiaries any interest attached thereto shall not sellbe bound by this Agreement; and (ii) unless otherwise agreed by Party A in writing, transfer, mortgage or otherwise dispose the sale of the legitimate interests equity in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interestsParty C shall also be bound by this Agreement. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable representations​ 5.1 The Existing Shareholders hereby, warranties severally and undertakings below:jointly, represent and warrant that: ​ (1a) Party A Each of the Existing Shareholders is a wholly foreign-owned limited liability company duly incorporated Chinese citizen with full and validly existing under the laws of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits independent legal status and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) capacity to execute, deliver and perform this Agreement; Party A’s execution, delivery Agreement and performance of this Agreement shall not violate the express provisions of Chinese laws;may xxx or be sued as an independent party. ​ (3b) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings below: (1) Party B The Company is a limited liability company duly incorporated registered and validly lawfully existing under the PRC laws of China. Party B with independent legal personality; and has obtained full and will maintain all government permits independent legal status and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) capacity to execute, deliver and perform this Agreement and may xxx or be sued as an independent party. ​ (c) it has full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by the Existing Shareholders and will constitute its legal and binding obligations enforceable against them in accordance with its terms. ​ (d) Each of the Existing Shareholders is a legal owner of record of the Company as of the time of effectiveness of this Agreement; Party B’s execution, delivery and performance of other than the rights created under this Agreement shall not violate and the express provisions Equity Pledge Agreement and the PurchaseOption Agreement by and among the Existing Shareholders and the Wholly-owned Company, the Proxy Rights are free from any third party rights. In accordance with this Agreement, the Proxy may fully and completely exercise the Proxy Rights under the then effective articles of Chinese laws.association of the Company. ​ (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4e) Without the prior written consent of Party Athe Wholly-owned Company, Party B the Existing Shareholders shall not dispose take any measures to propose, take initiative or request to amend, modify, terminate or otherwise alter the articles of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A association of the circumstances that Company. ​ 5.2 The Existing Shareholders hereby, severally and jointly, undertake to the Wholly-owned Company on an irrevocable basis that, once it knows or ​ ​ ​ should have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose known any possible transfer of the legitimate interests equity interest held by it in any assets, business or proceeds, or provide security the Company to any third parties other than the Wholly-owned Company or any individual or entity designated by it as a result of applicable laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Wholly-owned Company immediately and without delay. ​ 5.3 The Wholly-owned Company and the Company hereby severally but not jointly represent and warrant that: ​ (a) They are each a limited liability company duly registered and lawfully existing under the PRC laws with independent legal personality, have full and independent legal status and capacity to execute, deliver and perform this Agreement and may xxx or be sued as an independent party; ​ (b) They each have full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by them in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. ​ 5.4 The Company further represents and warrants that: ​ (a) The Existing Shareholders are the legal owners of record of the Company as of the time of effectiveness of this Agreement; other than the rights created under this Agreement and the Equity Pledge Agreement and the PurchaseOption Agreement by and among the Existing Shareholders, or allow the Company and the Wholly-owned Company, the Proxy Rights are free from any third party rights. In accordance with this Agreement, the Proxy may fully and completely exercise the Proxy Rights under the then effective articles of association of the Company. ​ 5.5 The Company hereby irrevocably undertakes to impose the Wholly-owned Company that, once it knows or should have known any possible transfer of the equity interest held by any Existing Shareholders in the Company to any third parties other than the Wholly-owned Company or any individual or entity designated by it as a result of applicable laws or any judgment or award rendered by a court or arbitral body or any other security interest in its assets or interestsreasons, it shall notify the Wholly-owned Company immediately and without any delay. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A Any party hereby makes irrevocable representations, warranties represents and undertakings belowwarrants to the other parties as follows: (1) Party A is a wholly foreign-owned limited liability company duly incorporated The party has complete and validly existing under the laws of China; Party A or its designated service provider will, prior independent legal status and legal ability to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to executesign, deliver and perform this Agreement; Party A’s execution, delivery and performance of can independently act as the litigation subject; (2) The party has all necessary rights, capabilities and authority to sign this Agreement shall not violate the express provisions of Chinese lawsand perform all obligations and responsibilities under this Agreement; (3) The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals; (4) When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and (5) This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes obligations which are lawful, valid to a legal and binding on it and enforceable against it under obligation of the provisions hereofparty. 4.2 Party B hereby makes irrevocable and Party C jointly make further representations, warranties guarantees and undertakings belowcommitments to Party A as follows: (1) On the effective date of this Agreement, Party B is a limited liability company duly incorporated legally owns the equity of Party C, and validly existing under has complete and effective right to dispose of the laws equity. The registered capital of ChinaParty C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Businessno right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements. (2) Party B has taken Within the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval validity period of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose transfer any equity held by Party C to any third party, or the transferred equity shall be free and clean of Party B’s major assets in any mannermortgage, nor shall Party B change its existing composition pledge, any other types of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, encumbrances without the prior written consent of Party AA. (3) Where permitted by relevant Chinese laws, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose Party C will extend the operating period of Party C according to the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent approved operating period of Party A, so that the operating period of Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition C is equal to the operating period of sharesParty A (if applicable).

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 3.1 Party A hereby makes irrevocable the following representations, warranties and undertakings belowundertakings: (1) 3.1.1. Party A is a wholly foreign-foreign owned limited liability company duly incorporated enterprise legally registered and validly effectively existing under in accordance with Chinese laws, and holds the laws qualification of China; independent legal person, complete and independent legal status and legal capacity. 3.1.2. Party A or shall sign and perform the Agreement within the scope of its designated service provider will, prior to its provision company rights and scope of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A business; it has taken the necessary corporate actions, obtained the necessary behavior and granted proper authorization, and obtained acquired all the necessary consent and approval of any approvals from third party and government authority (if necessary) governmental departments so as to executesign the Agreement, deliver and perform this Agreement; Party A’s execution, delivery and performance its signing of this the Agreement shall not violate the express provisions of Chinese laws;laws and contracts with binding force or influence on it. (3) This 3.1.3. The Agreement constitutes shall constitute the obligations which that are lawfullegal, valid to and effective, with binding on it force and enforceable against it under for Party A in accordance with the provisions hereofarticles hereof upon the signing. 4.2 3.2 Party B hereby makes irrevocable the following representations, warranties and undertakings belowundertakings: (1) 3.2.1. Party B is a limited liability company duly incorporated legally registered and validly effectively existing under in accordance with Chinese laws, and holds the laws qualification of Chinaindependent legal person, complete and independent legal status and legal capacity. 3.2.2. Party B has obtained shall sign and will maintain all government permits perform the Agreement within the scope of its company rights and licenses necessary for its conducting the Primary Business. (2) Party B scope of business; it has taken the necessary corporate actions, obtained the necessary behavior and granted proper authorization, and obtained acquired all the necessary consent and approval of any approvals from third party and government authority (if necessary) governmental departments so as to executesign the Agreement, deliver and perform this Agreement; Party B’s execution, delivery and performance its signing of this the Agreement shall not violate the express provisions of Chinese lawslaws and contracts with binding force or influence on it. (3) This Agreement constitutes obligations which are lawful3.2.3. As of the effective date of the Agreement, valid there is no litigation, arbitration, or other legal and administrative proceedings, etc. or governmental investigation related to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as matters stipulated herein. (6) Party B will promptly inform Party A of the circumstances , or that have or may have a material adverse effect on its business the signing of the Agreement by Party B or the performance of the obligations hereof; or there is no such pending or threatened litigation, arbitration, or other legal and its operationadministrative proceedings, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of lossesetc. or governmental investigation. (7) Except as required 3.2.4. As of the effective date of the Agreement, no situations that may violate relevant laws or hinder the performance of the obligations hereof by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interestsexist. (8) Without 3.2.5. The Agreement shall constitute the prior written consent of Party Aobligations that are legal, effective, with binding force and enforceable for Party B and its subsidiaries shall not consolidate, merge or form a joint entity in accordance with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of sharesthe articles hereof upon the signing.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 5.1 Party A hereby makes irrevocable representationsrepresents, warranties warrants and undertakings belowcovenants as follows: (1) 5.1.1 Party A is a wholly foreign-owned limited liability company duly incorporated enterprise legally registered and validly existing under in accordance with the laws of ChinaPRC laws; Party A or its the service providers designated service provider will, prior to its provision of any services hereunder, by Party A will obtain all government permits and licenses necessary for providing the provision of service under this Agreement before providing such services;. (2) 5.1.2 Party A has taken the all necessary corporate actions, obtained all necessary authorization as well as consents and approvals from third parties and government agencies (if required) for the necessary authorizationexecution, delivery, and obtained the consent and approval performance of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; . Party A’s execution, delivery delivery, and performance of this Agreement shall do not violate the express provisions of Chinese laws;any explicit requirements under any law or regulation. (3) 5.1.3 This Agreement constitutes obligations which are lawfulParty A’s legal, valid to valid, and binding on it and obligations, enforceable against it under the provisions hereofin accordance with its terms. 4.2 5.2 Party B hereby makes irrevocable representationsrepresents, warranties warrants and undertakings belowcovenants as follows: (1) 5.2.1 Party B is a limited liability company duly incorporated legally registered and validly existing under the laws of ChinaPRC laws. Party B has obtained and will maintain all government permits and licenses necessary from the government for engaging in its conducting the Primary Businessprincipal business. 5.2.2 Party B has a good and marketable, transferable, and disposable ownership to the assets of Party B, free of any encumbrance in any form (2) including security interest), except for those in favor of Party A. 5.2.3 There is no lawsuit, administrative penalty, or arbitration that Party B foresees as possible that may affect its performance of this Agreement. Party B has taken the all necessary corporate actions, obtained all necessary authorizations as well as consents and approvals from third parties and government agencies (if required) for the necessary authorizationexecution, delivery, and obtained performance of this Agreement. Party B’s execution, delivery, and performance of this Agreement do not violate any explicit requirements under law or regulation. In addition, Party B has the consent and approval of any third party and government authority (if necessary) right to execute, deliver and perform this any assets transfer agreement (the “Assets Transfer Agreement; ”) entered into for the purchased assets to be transferred thereunder. 5.2.4 This Agreement and the Assets Transfer Agreement will, upon execution, constitute Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which are lawfullegal, valid to and binding on it and obligations, enforceable against it under the provisions hereofin accordance with its terms. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. ​ 4.1 Party A hereby makes irrevocable the following representations, warranties and undertakings below:that: ​ (1) Party A is a wholly foreign-owned limited liability company duly enterprise legally incorporated and validly existing under in accordance with the laws of China; Party A or its designated service provider willPRC Laws, prior to its provision of any services hereunderis an independent legal entity, obtain all government permits masters a complete and licenses necessary for the provision of such services; (2) Party A independent legal status and legal capacity, has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) acquired an appropriate authorization to execute, deliver and perform this Agreement; Party A’s execution, delivery and is able to independently act as the subject of any litigation. ​ (2) the execution and performance of this Agreement shall by Party A are not violate beyond its legal entity and business operation scope, and Party A has acquired any permit, filing and qualification necessary for providing the express provisions Services set forth herein; Party A has taken various necessary corporate actions and acquired various appropriate authorizations and the consent and approval of Chinese laws;any relevant third party and government bodies to complete the transaction hereunder, and will not be against the legal or other restrictions binding on or influencing Party A. ​ ​ (3) This after this Agreement constitutes obligations which are lawfulis executed and delivered by Party A, valid to this Agreement shall constitute a legal, effective and binding on it obligation of Party A and enforceable against it under be enforced as per the provisions hereof.. ​ 4.2 Party B hereby makes irrevocable the following representations, warranties and undertakings below:that: ​ (1) Party B is a limited liability company duly legally incorporated and validly existing under in accordance with the laws of China. Party B PRC Laws, is an independent legal entity, masters a complete and independent legal status and legal capacity, has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) acquired an appropriate authorization to execute, deliver and perform this Agreement, and is able to independently act as the subject of any litigation. ​ (2) the acceptance of the Services provided by Party A by Party B will not be against any PRC law; Party B’s execution, delivery the execution and performance of this Agreement shall by Party B are not violate beyond its legal entity and business operation scope; Party B has taken various necessary corporate actions and acquired various appropriate authorizations and the express provisions consent, approval or filing of Chinese laws.any relevant third party and government bodies to complete the transaction hereunder, and will not be against the legal or other restrictions binding on or influencing Party B. (3) This after this Agreement constitutes obligations which are lawfulis executed and delivered by Party B, valid to this Agreement shall constitute a legal, effective and binding on it obligation of Party B and enforceable against it under be enforced as per the provisions hereof.. ​ (4) Without Party B is not involved in any outstanding litigation, arbitration or other judicial or administrative proceedings impairing the prior written consent ability of Party AB to perform the obligations hereunder, and to its knowledge, no other parties threaten to adopt the foregoing actions. If any litigation, arbitration or other judicial or administrative punishments occur or may occur due to the assets, business or incomes of Party B, Party B shall not dispose give notice to Party A immediately after being informed of Party B’s major assets in any mannerthe litigation, nor shall Party B change its existing composition of shares.arbitration or other judicial or administrative punishments. ​ (5) Party B will pay has disclosed all the service fees contracts, government approval documents, permits or other documents binding upon its assets or business which possibly impose a material adverse effect on the ability of Party B to comprehensively perform the obligations hereunder to Party A, and the documents provided by Party B to Party A in full and on schedule as stipulated herein. previously do not have any misrepresentation or omission for any material fact. ​ (6) Party B will promptly inform shall timely pay the Service Fees to Party A fully as per this Agreement, maintain the permits and qualifications related to the business of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sellto be continuously effective during the Services, transferassist Party A in and provide Party A with sufficient cooperation for all the affairs necessary for Party A to effectively perform the duties and obligations hereunder, mortgage or otherwise dispose of actively cooperate in the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent service provision of Party A, A and accept the reasonable opinions and suggestions raised by Party A for the business of Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.subsidiaries. ​

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable representations, warranties 16.1 Seller represents and undertakings belowwarrants as follows: (1A) Party A it is a wholly foreignSino-owned limited liability company foreign cooperative joint venture duly incorporated organized and validly existing under the laws of the People's Republic of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2B) Party A it has taken the necessary corporate actionsfull legal right, obtained the necessary authorization, power and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party A’s Contract and the contracts and documents referred to in this Contract to which it is a party; (C) it has taken all appropriate and necessary action to authorize the execution, delivery and performance of this Agreement shall not violate Contract and the express provisions of Chinese laws;contracts and documents referred to in this Contract to which it is a party; and (3D) This Agreement constitutes obligations it has obtained all consents, approvals and authorizations necessary for the valid execution, delivery and performance of this Contract and the contracts and documents referred to in this Contract to which are lawfulit is a party, valid provided, however, that Appendix A to and binding on it and enforceable against it under this Contract is subject to the provisions hereofapproval of the relevant price authorities before this Contract shall become effective. 4.2 Party B hereby makes irrevocable representations, warranties 16.2 Purchaser represents and undertakings belowwarrants as follows: (1A) Party B it is a limited liability company Chinese enterprise duly incorporated organized and validly existing under the laws of the People's Republic of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business.; (2B) Party B it has taken the necessary corporate actionsfull legal right, obtained the necessary authorization, power and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s Contract and the contracts and documents referred to in this Contract to which it is a party; (C) it has taken all appropriate and necessary action to authorize the execution, delivery and performance of this Agreement Contract and the contracts and documents referred to in this Contract to which it is a party; and (D) it has obtained all consents, approvals and authorizations necessary for the valid execution, delivery and performance of this Contract and the contracts and documents referred to in this Contract to which it is a party, provided, however, that Appendix A to this Contract is subject to the approval of the relevant price authorities before this Contract shall not violate the express provisions of Chinese lawsbecome effective. (3) This Agreement constitutes obligations 16.3 If from time to time a financial institution which are lawfulis proposing to extend loan facilities or credit support to Seller reasonably requests any financial or other information, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B Purchaser will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of provide such circumstances and/or the expansion of lossesinformation. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 7.1 Each Party A hereby makes irrevocable representationsrepresents, warranties warrants and undertakings belowundertakes to the other Party that this Agreement is legitimate, effective, and equally binding on both Parties. 7.2 Each Party of this Agreement warrants and undertakes to the other Party that: (1) Party A It is a wholly foreign-owned limited liability company duly incorporated and validly an independent legal person existing under in accordance with the laws of China; Party A , and have the power and authority (including but not limited to any approval, consents or its designated service provider will, prior permission granted by the government departments to its provision of any services hereunder, obtain all government permits enter into and licenses necessary for the provision of such servicesperform this Agreement); (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party A’s execution, delivery and performance of No provision in this Agreement shall not violate violates the express provisions constitutive documents or the laws and regulations of Chinese lawsChina; (3) This It will use its best endeavors to take all necessary and procure appropriate or advantageous measures to perform its obligations under this Agreement constitutes obligations which are lawful, valid and to make this Agreement effective in accordance with the laws and binding on it regulations of China and enforceable against it under the provisions hereofterms of this Agreement. 4.2 7.3 Party A and Party B hereby makes irrevocable representations, warranties each warrants to the other Party that its relevant subsidiaries have agreed to execute this Agreement as Service Receiver and undertakings below:Service Provider respectively from the effective date of this Agreement. (1) 7.4 Party A and Party B is a limited liability company duly incorporated and validly existing under each warrants to the laws of China. other Party B has obtained and will maintain that its relevant subsidiaries who provide Services have all government permits the qualifications and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which that are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operationState’s supervision authorities, without and that such qualifications and licenses are continuously effective within the prior written consent term of this Agreement. 7.5 Party AA and Party B each warrants to the other Party that its relevant subsidiaries who provide Services hire qualified, highly experienced, and professional employees, and that the number and skills of such employees meet the needs under this Agreement. 7.6 Party A and Party B each warrants to the other Party that employees of its relevant subsidiaries who provide Services are able to receive sufficient guidelines and instructions regarding such Services under this Agreement, have reasonable care and technology to meet the standard required by the other Party, and will not cause damage to the Service Receiver because of employees’ behaviors. 7.7 Party A and Party B each warrants to the other Party that its relevant subsidiaries will receive Services provided by the other Party (and its subsidiaries), provide necessary conditions and assistance, and will not cause damage to the Service Receiver because of employees’ behaviors. 7.8 It is agreed that both Parties will take further actions to ensure the realization of the principles and provisions in this Agreement. It is further agreed that both Parties will ensure that, Party B and its subsidiaries B, being a subsidiary of Listed Company, shall not sell, transfer, mortgage or otherwise dispose comply with the Listing Rules of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interestsHong Kong Stock Exchange for connected transactions. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A Any party hereby makes irrevocable representations, warranties represents and undertakings belowwarrants to the other parties as follows: (1) Party A is a wholly foreign-owned limited liability company duly incorporated The party has complete and validly existing under the laws of China; Party A or its designated service provider will, prior independent legal status and legal ability to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services; (2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to executesign, deliver and perform this Agreement; Party A’s execution, delivery and performance of can independently act as the litigation subject; (2) The party has all necessary rights, capabilities and authority to sign this Agreement shall not violate the express provisions of Chinese lawsand perform all obligations and responsibilities under this Agreement; (3) The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals; (4) When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and (5) This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes obligations which are lawful, valid to a legal and binding on it and enforceable against it under obligation of the provisions hereofparty. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings belowParty C jointly make further representations and guarantees to Party A as follows: (1) On the effective date of this Agreement, Party B is a limited liability company duly incorporated legally owns the equity of Party C, and validly existing under has complete and effective right to dispose of the laws equity. Except for the pledge right stipulated in the relevant Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of China. Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Businessno right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements. (2) Within the validity period of this Agreement, Party B has taken shall not transfer any equity held by Party C to any third party, or the necessary corporate actions, obtained the necessary authorization, transferred equity shall be free and obtained the consent and approval clean of any third party and government authority (if necessary) to executemortgage, deliver and perform this Agreement; pledge, any other types of encumbrances without the prior written consent of Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws.A. (3) This Agreement constitutes obligations which are lawfulWhere permitted by relevant Chinese laws, valid Party B and Party C will extend the operating period of Party C according to and binding on it and enforceable against it under the provisions hereofapproved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable). (4) Without Within the prior validity period of this Agreement, without the written consent of Party A, Party B B: (i) shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity; (ii) shall not dispose of or urge the management of Party B’s C to dispose of any major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.C;

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable the following representations, warranties and undertakings belowthat: (1) Party A is a wholly foreign-owned limited liability company duly enterprise legally incorporated and validly existing under in accordance with the laws of China; Party A or its designated service provider willPRC Laws, prior to its provision of any services hereunderis an independent legal entity, obtain all government permits masters a complete and licenses necessary for the provision of such services; (2) Party A independent legal status and legal capacity, has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) acquired an appropriate authorization to execute, deliver and perform this Agreement; Party A’s execution, delivery and is able to independently act as the subject of any litigation. (2) the execution and performance of this Agreement shall by Party A are not violate beyond its legal entity and business operation scope, and Party A has acquired any permit, filing and qualification necessary for providing the express provisions Services set forth herein; Party A has taken various necessary corporate actions and acquired various appropriate authorizations and the consent and approval of Chinese laws;any relevant third party and government bodies to complete the transaction hereunder, and will not be against the legal or other restrictions binding on or influencing Party A. (3) This after this Agreement constitutes obligations which are lawfulis executed and delivered by Party A, valid to this Agreement shall constitute a legal, effective and binding on it obligation of Party A and enforceable against it under be enforced as per the provisions hereof. . ​ 4.2 Party B hereby makes irrevocable the following representations, warranties and undertakings belowthat: (1) Party B is a limited liability company duly legally incorporated and validly existing under in accordance with the laws of China. Party B PRC Laws, is an independent legal entity, masters a complete and independent legal status and legal capacity, has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) acquired an appropriate authorization to execute, deliver and perform this Agreement, and is able to independently act as the subject of any litigation. (2) the acceptance of the Services provided by Party A by Party B will not be against any PRC law; Party B’s execution, delivery the execution and performance of this Agreement shall by Party B are not violate beyond its legal entity and business operation scope; Party B has taken various necessary corporate actions and acquired various appropriate authorizations and the express provisions consent, approval or filing of Chinese laws.any relevant third party and government bodies to complete the transaction hereunder, and will not be against the legal or other restrictions binding on or influencing Party B. (3) This after this Agreement constitutes obligations which are lawfulis executed and delivered by Party B, valid to this Agreement shall constitute a legal, effective and binding on it obligation of Party B and enforceable against it under be enforced as per the provisions hereof. (4) Party B is not involved in any outstanding litigation, arbitration or other judicial or administrative proceedings impairing the ability of Party B to perform the obligations hereunder, and to its knowledge, no other parties threaten to adopt the foregoing actions. If any litigation, arbitration or other judicial or administrative punishments occur or may occur due to the assets, business or incomes of Party B, Party B shall give notice to Party A immediately after being informed of the litigation, arbitration or other judicial or administrative punishments. (5) Party B has disclosed all the contracts, government approval documents, permits or other documents binding upon its assets or business which possibly impose a material adverse effect on the ability of Party B to comprehensively perform the obligations hereunder to Party A, and the documents provided by Party B to Party A previously do not have any misrepresentation or omission for any material fact. (6) Party B shall timely pay the Service Fees to Party A fully as per this Agreement, maintain the permits and qualifications related to the business of Party B and its subsidiaries to be continuously effective during the Services, assist Party A in and provide Party A with sufficient cooperation for all the affairs necessary for Party A to effectively perform the duties and obligations hereunder, actively cooperate in the service provision of Party A and accept the reasonable opinions and suggestions raised by Party A for the business of Party B and its subsidiaries. (7) Without the prior written consent of Party A, since the date hereof, Party B shall not and shall cause its subsidiaries not to sell, assign, mortgage or dispose of in other manners its legal interests in any asset (excluding the assets necessary for the daily business and valued below RMB1 million (or any other amount otherwise agreed by Party A and Party B)), business, management right or revenue. (8) Without the prior written consent of Party A, except for the reasonable expenditures arising from the normal operation, Party B shall not pay any amount to a third party in any name, exempt any third party from its debt, borrow or lend a loan from or to any third party, provide a guarantee or warranty, nor allow any third party to set any other security interest on the assets or interests of Party B. (9) Without the prior written consent of Party A, since the date hereof, Party B shall not and shall cause its subsidiaries not to incur, inherit, provide a guarantee for or allow the existence of any debt (excluding the debts necessary for the daily business and valued below RMB1 million (or any other amount otherwise agreed by Party A and Party B)). (10) Without the prior written consent of Party A, since the date hereof, Party B shall not and shall cause its subsidiaries not to enter into any material contract (excluding the contracts necessary for the daily business and valued below RMB1 million (or any other amount otherwise agreed by Party A and Party B)) or any other contract, agreement or arrangement in conflict with this Agreement or possibly impairing the interests of Party A hereunder. (11) Party B shall not cause by act or omission any conflict of interest between Party B and Party A and its shareholders. In the event of such a conflict of interest (Party A shall have the right to unilaterally determine whether such a conflict of interest has occurred), Party B shall timely adopt various measures as far as possible to eliminate the conflict of interest, with the consent of Party A or its Designees. (12) Without the prior written consent of Party A, since the date hereof, Party B shall not and shall cause its subsidiaries not to merge or combine with any third party to form a joint entity, invest or purchase any third party, be invested, purchased or controlled, increase or decrease its registered capital, or change its corporation form or registered capital structure in other manners, accept the ​ investment or capital increase of the existing shareholders or any third party to Party B, or carry out a liquidation or dissolution. (13) To the extent permitted by the relevant PRC Laws, Party B will appoint the persons recommended by Party A as its directors; without the prior written consent of Party A or any statutory ground, Party B shall not reject appointing the persons recommended by Party A for any other reason. (14) Party B shall maintain any and all the government permits, licenses, authorizations and approvals necessary for its business during the term hereof, and shall make sure that all the foregoing government permits, licenses, authorizations and approvals will remain in force, legal and effective during the term hereof. If during the term hereof, any and all the government permits, licenses, authorizations and approvals necessary for the business of Party B are required to be changed and/or supplemented due to any change made to the regulations of the relevant government department, Party B shall implement such a change and/or supplement as per the relevant laws. (15) Party B shall timely notify Party A of any circumstance which may bring any material adverse effect on the business and operation of Party B, and try its best to prevent the occurrence of the circumstance and/or any further loss. (16) Without the prior written consent of Party A, Party B and/or its subsidiaries shall not modify their articles of associations, change their Principal Operations, nor significantly adjust their business scope, mode, profit model, marketing strategies, operation policies or customer relationships. (17) Without the prior written consent of Party A, Party B and/or its subsidiaries shall not enter into an arrangement for partnership or joint venture or profit sharing or other arrangements realizing benefit transfer or profit sharing in the forms of the charge for use, service fee, or consultant fee with any third party. (18) At the request made by Party A from time to time, Party B shall provide Party A with the information of the business management and financial condition of Party B. (19) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in declare or allocate bonuses, dividends or any manner, nor shall Party B change other benefit to its existing composition of sharesshareholders. (520) Party B will pay the service fees to shall provide Party A in full with any technology or other materials which Party A considers necessary or useful for the ​ provision of the Services hereunder, and on schedule as stipulated hereinallow Party A to use the facilities, materials or information of Party B which Party A considers necessary or useful for the provision of the Services hereunder. (621) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or interests. (8) Without the prior written consent of Party A, Party B shall not change, replace or remove any director and senior executive. 4.3 Party A and Party B respectively warrant to the other party that both parties will forthwith rescind this Agreement once the PRC Laws permit Party A to at its own discretion directly hold the equity of Party B and Party A and/or its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition and branches to legally carry on the business of shares.Party B.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 7.1 Party A hereby makes irrevocable representationsrepresents, warranties warrants and undertakings belowundertakes that: (1) Party A 7.1.1 It is a wholly foreign-owned limited liability company duly incorporated registered and validly lawfully existing under the laws of China; the jurisdiction with which it registered with independent legal personality. It has complete and independent legal status and legal ability to sign, deliver and perform this Agreement and can act as the subject of litigation of either party independently. 7.1.2 It has full power and authority to enter into and deliver this Agreement and all other documents in connection with the transactions provided herein and complete the transactions provided herein. It has taken necessary corporate actions and appropriate authorization and obtained the consent and approval of any third Party and government departments without violating the restrictions of governing laws and contracts. This Agreement is duly executed and delivered by Party A or its designated service provider willand constitutes a legal and binding obligation on Party A, prior to its provision of any services hereunder, obtain all government permits and licenses necessary which is enforceable in accordance with the terms hereof. 7.1.3 It shall promptly apply for the provision complete business license required for its business operation, so as to ensure that it has sufficient right and qualification to operate the online platform sales, exhibition Services, the sales of such services;furniture and construction materials, Internet finance business and other businesses it is currently engaged in in China. 7.1.4 It shall provide Party B with financial statements of the current quarter within fifteen (215) working days after the end of each quarter, as well as the financial statements of the current year and budget of the next year within thirty (30) working days after the end of each year. 7.1.5 It shall promptly inform Party B of the litigation involved and other adverse circumstances, and shall, with its utmost effort, prevent further losses. 7.1.6 Without written consent of Party B, Party A shall not dispose of its important assets in any form, nor shall it change its existing equity structure. 7.1.7 Upon written requests by Party B, Party A shall use all accounts then receivable and/or all other assets lawfully owned and disposed of by Party A, in such manner as may be permitted then by laws, as a guarantee for its performance of obligations related to the payment of Service Fee provided in Article 3 hereof. 7.1.8 Without the written consent of Party B, Party A shall not enter into any other agreement or arrangement in conflict with this Agreement or which may prejudice Party A’s rights and interests hereunder. 7.2 Party B hereby represents and warrants that: 7.2.1 It is a limited liability company duly registered and lawfully existing under the laws of the jurisdiction in which it is registered with independent legal personality. It has complete and independent legal status and legal ability to sign, deliver and perform this Agreement and can act as the subject of litigation of either party independently. 7.2.2 It has full power and authority to enter into and deliver this Agreement and all other documents in connection with the transactions provided herein and complete the transactions provided herein. It has taken the necessary corporate actions, obtained the necessary authorization, actions and appropriate authorization and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver departments without violating the restrictions of governing laws and perform this Agreement; Party A’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws; (3) contracts. This Agreement constitutes obligations which are lawful, valid to is duly executed and binding on it and enforceable against it under the provisions hereof. 4.2 Party B hereby makes irrevocable representations, warranties and undertakings below: (1) Party B is a limited liability company duly incorporated and validly existing under the laws of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business. (2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws. (3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof. (4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares. (5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein. (6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses. (7) Except as required delivered by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sellconstitutes a legal and binding obligation on Party B, transfer, mortgage or otherwise dispose of which is enforceable in accordance with the legitimate interests in any assets, business or proceeds, or provide security to any third party, or allow any third party to impose any other security interest in its assets or intereststerms hereof. (8) Without the prior written consent of Party A, Party B and its subsidiaries shall not consolidate, merge or form a joint entity with any third party, acquire or be acquired or controlled by any third party, increase or decrease its registered capital, or otherwise change its composition of shares.