Common use of The Board of Directors Clause in Contracts

The Board of Directors. 11.1 The Company shall have a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. The Board shall consist of six (6) directors, three (3) of whom shall be appointed by Party A, two (2) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. In the event that the ratio of the Parties’ respective interests in the registered capital of the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be in accordance with applicable PRC laws and regulations. 11.3 The power to nominate the Chairperson of the Board shall belong to Party A. Party B shall have the right to nominate the Vice Chairperson of the Board. Appointments and dismissals for both of those positions shall be made in accordance with Article 12.6. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Likewise, the Vice-Chairperson of the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of this Contract and of the Articles of Association. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of the Board or another director to act on his/her behalf.

The Board of Directors. 11.1 (a) The Company shall have a board of directors of the Joint Venture Company (the “Board”). The composition, powers, duties and operational procedures "BOARD") shall be established on the date on which the business license of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 Joint Venture Company is issued. The Board shall be the highest authority of the Joint Venture Company and shall direct the overall management, supervision and control of the business of the Joint Venture Company. All major matters of the Joint Venture Company shall be decided by the Board. The Board shall adopt resolutions in accordance with this Joint Venture Contract, the Articles and the applicable laws and regulations of the PRC. (b) To the extent that the laws and regulations of the PRC in effect as of the date of the adoption of the relevant resolution require, decisions with respect to the following matters shall require the unanimous approval of the directors present and voting in person or by proxy at a Board meeting: (i) any amendment to the Articles; (ii) termination and dissolution of the Joint Venture Company; (iii) increases or decreases in the registered capital of the Joint Venture Company or any transfer (other than transfers pursuant to Chapter 12) of either Party's interest in the Joint Venture Company; (iv) division of the Joint Venture Company or merger of the Joint Venture Company with other economic organizations; and (v) other matters requiring unanimous approval of the Board as provided in officially promulgated and implemented laws and regulations of the PRC. (c) Decisions with respect to all other matters that require the approval of the Board shall be adopted if they receive the affirmative vote of a simple majority of the directors present and voting in person or by proxy, including at least one director or its proxy appointed respectively by each Party. (a) The Board shall consist of six (6) directors, three (3) of whom three directors shall be appointed by Party A, two (2) of whom A and three directors shall be appointed by Party B, and B. Each of the directors shall have one vote. (1b) One of whom the directors nominated by Party A shall be appointed as the chairman of the Board (the "Chairman") and shall preside over Board meetings. One of the directors nominated by Party C. B shall be appointed as the vice-chairman of the Board (the "VICE-CHAIRMAN"). In the event that the ratio absence of the Parties’ respective interests in Chairman, the registered capital Vice Chairman will chair the Board meeting. (c) The term of office of the Company changesdirectors shall be four years, renewable upon reappointment by the appointing Party. Upon approval of the Board, any director may serve as a senior manager of the Joint Venture Company. (d) If there is a vacancy on the Board due to a director retiring, resigning, falling ill, becoming incapacitated, dying, being removed by its appointing Party or otherwise ceasing to be a director, the Party that appointed such director shall appoint a successor to serve for the remainder of the term of office of such director. (a) Except as otherwise set forth in Article 19(b), four directors, present in person or by their officially authorized proxies shall constitute a quorum for any Board meeting. (b) If such a quorum is not present within one hour after the time appointed for the meeting or if at any time during the meeting a quorum is no longer present for any reason, the meeting shall adjourn to a second meeting, at such place and time (which is at least 15 days later) as those directors who attended the first meeting shall decide or, if no such decision is reached, at the same place and time 15 days later. If a quorum is not present within 20 minutes after the time appointed for the second meeting or if at any time during the second meeting a quorum is no longer present for any reason, the number of directors present shall be deemed to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in constitute a quorum for the registered capital purpose of that second meeting; PROVIDED THAT not less than 10 days' notice of the Company and second meeting is given to all directors. For the purpose of determining whether a quorum is present, directors participating in person or by proxy shall be in accordance with applicable PRC laws and regulationsdeemed as directors present at the meeting. 11.3 The power to nominate the Chairperson of the Board shall belong to Party A. Party B shall have the right to nominate the Vice Chairperson of the Board. Appointments and dismissals for both of those positions shall be made in accordance with Article 12.6. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Likewise, the Vice-Chairperson of the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of this Contract and of the Articles of Association. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of the Board or another director to act on his/her behalf.

The Board of Directors. 11.1 The (a) Except as reserved for determination by the Shareholders pursuant to Section 9.3 (Powers of the General Assembly), the overall management and control of the Company shall have be managed by a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. (b) The Board shall consist of six eight (6) directors, three 8) members (3) of whom shall be appointed by Party A, two (2) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. In each a “Director”). Prior to the event that sale to the ratio PublicCo Shareholder of the Parties’ respective interests in the registered capital of the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be PublicCo Acquisition Interest in accordance with applicable PRC laws Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and regulations. 11.3 The power 19.2(a) (Permitted Transfers to nominate the Chairperson of the Board shall belong to Party A. Party B PublicCo and Qualifying Affiliates), each Founding Shareholder shall have the right to nominate four (4) Directors. Upon the Vice Chairperson sale to the PublicCo Shareholder of the Board. Appointments and dismissals for both of those positions shall be made PublicCo Acquisition Interest in accordance with Article 12.6Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates), each Founding Shareholder shall cause [***] of its Directors to resign, and thereafter the PublicCo Shareholder shall have the right to nominate [***] Directors and each Founding Shareholder shall have the right to nominate [***] Directors. Each Shareholder shall vote for the appointment of the individuals nominated by the Founding Shareholders and the PublicCo Shareholder to be Directors in accordance with this Section 8.1(b), provided that each such individual satisfies the Director Eligibility Criteria. 11.4 The Chairperson (c) To be eligible to serve as a Director, any individual nominated by either Founding Shareholder or the PublicCo Shareholder must satisfy the following criteria (the “Director Eligibility Criteria”): (i) be of sound mind and health and capable of managing his or her affairs and the affairs of the Company; (ii) not be the subject of any criminal conviction relevant to the governance or affairs of the Company, or otherwise of a serious nature; (iii) not be bankrupt or insolvent or not have made or entered into any arrangement or composition with his or her creditors generally; (iv) not be a current employee, officer, director, or contractor of, or currently hold a similar position in or with: (A) any competitor of either Founding Shareholder or their respective Qualifying Affiliates (other than the Dow Founding Shareholder or the Saudi Aramco Founding Shareholder or their respective Qualifying Affiliates); or (B) any Person to whom a Partial Transfer has been effected by way of an Upstream Transfer in accordance with Section 19.3 (Transfers to Third Parties); and (v) not have a material economic or voting interest in: (A) any competitor of either Founding Shareholder or their respective Qualifying Affiliates (other than the Dow Founding Shareholder or the Saudi Aramco Founding Shareholder or their respective Qualifying Affiliates); or (B) any Person to whom a Partial Transfer has been effected by way of an Upstream Transfer in accordance with Section 19.3 (Transfers to Third Parties). (d) If at any time a Director ceases to satisfy the Director Eligibility Criteria, then the Shareholder that nominated such Director shall procure the immediate resignation of such Director and nominate a replacement Director who satisfies the Director Eligibility Criteria. (e) Meetings of the Board shall be presided over by a chairman (the legal representative of “Board Chairman”). In addition, a deputy chairman (the Company“Deputy Board Chairman”), a secretary (the “Board Secretary”), and an assistant secretary (the “Assistant Board Secretary”) shall have be appointed as provided in this Section 8.1(e). The Board Chairman shall be nominated by the authority conferred upon him/her Saudi Aramco Founding Shareholder and the Deputy Board Chairman shall be nominated by relevant PRC laws the Dow Founding Shareholder. Both the Board Chairman and regulations and by the Deputy Board Chairman shall be nominated from amongst the Directors then appointed to the Board. LikewiseNeither the Board Chairman nor the Deputy Board Chairman shall have a tie-breaking vote in the event of a tie in a Board vote or any other corporate governance powers or rights other than their single votes in their capacities as Directors. The Board Secretary shall be appointed by the Saudi Aramco Founding Shareholder and the Assistant Board Secretary shall be appointed by the Dow Founding Shareholder for, the Vice-Chairperson in each case, such periods of time as the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act determine in accordance with Section 8.6(f) (Board Action in General). The Board Secretary and the provisions of this Contract and Assistant Board Secretary shall not be Directors. Each Shareholder shall cause the Directors appointed by it to vote in favor of the Articles appointment of Associationsuch nominees to these positions in accordance with this Section 8.1(e). 11.6 Whenever (f) Other than the Chairperson initial Directors, who shall serve for a term of five (5) years, each Director shall serve for a term of three (3) years following his or her appointment to the Board, unless: (i) the Director resigns or is removed and a successor is appointed by the Shareholder that nominated such Director in accordance with Section 8.1(g); or (ii) the Shareholder that nominated such Director ceases to be a Shareholder. For the avoidance of doubt, the Shareholders may reappoint individuals for successive terms as Directors. (g) Directors may be removed by the Shareholder that nominated them, at any time (with or without cause), upon Notice to each other Shareholder and the Board Secretary. Additionally, any Director may resign at any time upon Notice to the Shareholder represented by such Director and the Board Secretary. In either case, the Shareholder that nominated such Director may nominate a replacement Director to fulfill the remaining term of the Board is unable to perform his/her responsibilities for any reason, he/she Director who has been removed or has resigned and each Shareholder shall authorize the Vice-Chairperson vote in favor of the Board or another director appointment of such replacement, provided that such individual satisfies the Director Eligibility Criteria. (h) All Directors shall have equal voting rights, with each Director having one (1) vote. (i) Each Shareholder shall cause the Directors it has nominated to act on his/her behalfdischarge their duties in compliance with Applicable Law and the Constitutive Documents.

The Board of Directors. 11.1 8.1 The Board of Directors (a) Except as reserved for determination by the Shareholders pursuant to Section 9.3 (Powers of the General Assembly), the overall management and control of the Company shall have be managed by a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. (b) The Board shall consist of six eight (6) directors, three 8) members (3) of whom shall be appointed by Party A, two (2) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. In each a “Director”). Prior to the event that sale to the ratio PublicCo Shareholder of the Parties’ respective interests in the registered capital of the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be PublicCo Acquisition Interest in accordance with applicable PRC laws Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and regulations. 11.3 The power 19.2(a) (Permitted Transfers to nominate the Chairperson of the Board shall belong to Party A. Party B PublicCo and Qualifying Affiliates), each Founding Shareholder shall have the right to nominate four (4) Directors. Upon the Vice Chairperson sale to the PublicCo Shareholder of the Board. Appointments and dismissals for both of those positions shall be made PublicCo Acquisition Interest in accordance with Article 12.6Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates), each Founding Shareholder shall cause [***] of its Directors to resign, and thereafter the PublicCo Shareholder shall have the right to nominate [***] Directors and each Founding Shareholder shall have the right to nominate [***] Directors. Each Shareholder shall vote for the appointment of the individuals nominated by the Founding Shareholders and the PublicCo Shareholder to be Directors in accordance with this Section 8.1(b), provided that each such individual satisfies the Director Eligibility Criteria. 11.4 (c) To be eligible to serve as a Director, any individual nominated by either Founding Shareholder or the PublicCo Shareholder must satisfy the following criteria (the “Director Eligibility Criteria”): (i) be of sound mind and health and capable of managing his or her affairs and the affairs of the Company; (ii) not be the subject of any criminal conviction relevant to the governance or affairs of the Company, or otherwise of a serious nature; (iii) not be bankrupt or insolvent or not have made or entered into any arrangement or composition with his or her creditors generally; (iv) not be a current employee, officer, director, or contractor of, or currently hold a similar position in or with: [***] Confidential treatment has been requested. The Chairperson redacted material has been separately filed with the Commission. - 42 - (A) any competitor of either Founding Shareholder or their respective Qualifying Affiliates (other than the Dow Founding Shareholder or the Saudi Aramco Founding Shareholder or their respective Qualifying Affiliates); or (B) any Person to whom a Partial Transfer has been effected by way of an Upstream Transfer in accordance with Section 19.3 (Transfers to Third Parties); and (v) not have a material economic or voting interest in: (A) any competitor of either Founding Shareholder or their respective Qualifying Affiliates (other than the Dow Founding Shareholder or the Saudi Aramco Founding Shareholder or their respective Qualifying Affiliates); or (B) any Person to whom a Partial Transfer has been effected by way of an Upstream Transfer in accordance with Section 19.3 (Transfers to Third Parties). (d) If at any time a Director ceases to satisfy the Director Eligibility Criteria, then the Shareholder that nominated such Director shall procure the immediate resignation of such Director and nominate a replacement Director who satisfies the Director Eligibility Criteria. (e) Meetings of the Board shall be presided over by a chairman (the legal representative of “Board Chairman”). In addition, a deputy chairman (the Company“Deputy Board Chairman”), a secretary (the “Board Secretary”), and an assistant secretary (the “Assistant Board Secretary”) shall have be appointed as provided in this Section 8.1(e). The Board Chairman shall be nominated by the authority conferred upon him/her Saudi Aramco Founding Shareholder and the Deputy Board Chairman shall be nominated by relevant PRC laws the Dow Founding Shareholder. Both the Board Chairman and regulations and by the Deputy Board Chairman shall be nominated from amongst the Directors then appointed to the Board. LikewiseNeither the Board Chairman nor the Deputy Board Chairman shall have a tie-breaking vote in the event of a tie in a Board vote or any other corporate governance powers or rights other than their single votes in their capacities as Directors. The Board Secretary shall be appointed by the Saudi Aramco Founding Shareholder and the Assistant Board Secretary shall be appointed by the Dow Founding Shareholder for, the Vice-Chairperson in each case, such periods of time as the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act determine in accordance with Section 8.6(f) (Board Action in General). The Board Secretary and the provisions of this Contract and Assistant Board Secretary shall not be Directors. Each Shareholder shall cause the Directors appointed by it to vote in favor of the Articles appointment of Associationsuch nominees to these positions in accordance with this Section 8.1(e). (f) Other than the initial Directors, who shall serve for a term of five (5) years, each Director shall serve for a term of three (3) years following his or her appointment to the Board, unless: (i) the Director resigns or is removed and a successor is appointed by the Shareholder that nominated such Director in accordance with Section 8.1(g); or - 43 - (ii) the Shareholder that nominated such Director ceases to be a Shareholder. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of the Board or another director to act on his/her behalf.

The Board of Directors. 11.1 The (a) Prior to the IPO, the Company and the Stockholders shall have a board take all Necessary Action to cause the Board to be comprised of seven (7) directors, who shall be divided into three (3) classes of directors in accordance with the terms of the Company Charter, and (i) [●] of whom shall be designated by the Stockholders (each, together with any replacement directors designated by the Stockholders in accordance with Section 2.1(b) or (c), a “GA Director”) and (ii) [●] of whom shall be an Independent Director who meets the independence criteria set forth in Rule 10A-3 under the Exchange Act (the “BoardUnaffiliated Director”). The compositionforegoing directors shall be divided into such classes as follows: (i) the initial class I directors shall be [●]; (ii) the initial class II directors shall be [●]; and (iii) the initial class III directors shall be [●]. The initial term of the class I directors shall expire immediately following the Company’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the class II directors shall expire immediately following the Company’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the class III directors shall expire immediately following the Company’s 2024 annual meeting at which directors are elected. For the avoidance of doubt, powers, duties and operational procedures this Section 2.1(a) is applicable solely to the initial composition of the Board (except that (i) a director shall remain a member of the class of directors to which he or she was assigned in accordance with this Section 2.1(a) and other related matters (ii) the initial terms of each class of directors shall expire as set forth in this Section 2.1(a)). (b) For so long as the Stockholders beneficially own in the aggregate a number of shares of Class A Common Stock representing at least the percentage of shares of Class A Common Stock (determined on an “as-converted” basis taking into account any and all securities then convertible into, or exercisable or exchangeable for, shares of Class A Common Stock (including Common Units and shares of Class B Common Stock exchangeable pursuant to the Exchange Agreement)) issued and outstanding shown below, there shall be as stipulated included in the Articles slate of Association. 11.2 The nominees recommended by the Board shall for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the highest authority of the Company. The Board shall consist of six (6) directorsStockholders, three (3) of whom shall be appointed by Party Athat, two (2) of whom shall be appointed by Party Bif elected, and one (1) of whom shall be appointed by Party C. In the event that the ratio of the Parties’ respective interests will result in the registered capital of the Company changes, Stockholders having the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be in accordance with applicable PRC laws and regulations. 11.3 The power to nominate the Chairperson of serving on the Board shall belong to Party A. Party B shall have the right to nominate the Vice Chairperson of the Board. Appointments and dismissals for both of those positions shall be made in accordance with Article 12.6that is shown below. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Likewise, the Vice-Chairperson of the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of this Contract and of the Articles of Association. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of the Board or another director to act on his/her behalf.

The Board of Directors. 11.1 The (a) Until the provisions of this Section 2 cease to be effective pursuant to Section 2(d), each Stockholder shall vote all voting securities of the Company over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in Person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings); provided, that with respect to a director, nothing herein shall be construed as requiring such director to breach any fiduciary duty under applicable law, and the Company shall have a take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the Board shall initially be comprised of directors five (5) directors; (ii) the “following persons will be elected to the Board”). The composition, powers, duties : (A) the then duly elected and operational procedures acting chief executive officer and president of the Board and other related matters shall Company (initially will be as stipulated in the Articles of Association.Xxxxxxx); 11.2 The Board shall be the highest authority of the Company. The Board shall consist of six (6B) directors, three (3) representatives designated by the holders of whom shall the majority of BRS Shares (initially will be appointed by Party AXxxxxxx X. Xxxxxxxx, two Xxxxxx X. Xxxxxxx and X. Xxxx Xxxxxxx); and (2C) of whom shall be appointed by Party B, and one (1) representative selected by BRS and approved by the holders of whom a majority of the Common Stock, which representative shall not be an Affiliate of BRS or the Executives (initially will be Xxxxxxx Xxxxxxxx); (iii) at all times, the composition of the board of directors of each of the Company’s Subsidiaries (a “Sub Board”) shall be appointed the same as that of the Board; (iv) any committees of the Board or a Sub Board may be created only upon approval of a majority of the members of the Board; (v) any director shall be removed from the Board, a Sub Board or any committee thereof (with or without cause) at the written request of the Stockholder or Stockholders which have the right to designate such a director hereunder, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote or consent of the relevant Stockholder(s)); provided, that the holders of a majority of the Stockholder Shares may remove any director for cause but a replacement director may only be designated by Party C. the Stockholders which have the right to designate such director hereunder; and (vi) in the event that any representative designated hereunder for any reason ceases to serve as a member of the Board or a Sub Board or any committee thereof during such representative’s term of office, the resulting vacancy on the Board or such Sub Board or committee shall be filled by a representative designated by the Stockholders which have the right to designate the director who ceases to serve. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board or any Sub Board and any committee thereof. (c) In the event that the ratio any provision of the Parties’ respective interests Company’s bylaws or certificate of incorporation is inconsistent with any provision of this Section 2, the Stockholders shall take such action as may be necessary to amend any such provision in the registered capital Company’s bylaws or certificate of the Company changes, the number of directors incorporation to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be in accordance with applicable PRC laws and regulationsremedy such inconsistency. 11.3 (d) The power to nominate the Chairperson size of the Board shall belong to Party A. Party B shall have may be increased upon the right to nominate the Vice Chairperson approval of a majority of the Board. Appointments and dismissals for both of those positions shall be made in accordance with Article 12.6. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Likewise, the Vice-Chairperson of the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization members of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the (e) The provisions of this Contract Section 2 shall terminate automatically and be of no further force and effect upon the Articles occurrence of Associationa Qualified Public Offering. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she shall authorize the Vice-Chairperson of the Board or another director to act on his/her behalf.

The Board of Directors. 11.1 The Company shall have a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. The Board shall consist of six (6) directors, three four (34) of whom shall be appointed by Party A, and two (2) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. B. In the event that the ratio percentages of the Parties’ respective interests equity interest in the registered capital of the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest Equity Interest in the registered capital of Company after the Company change and shall be in accordance with the applicable PRC laws and regulations. 11.3 The power to nominate the Chairperson of the Board shall belong to Party A. Party B shall have the right The power to nominate the Vice Chairperson of the Board. Appointments and dismissals for both of those positions Board shall be made in accordance with Article 12.6.belong to Party B. 11.4 The Chairperson of the Board shall be the legal representative of the Company, and shall have the authority conferred upon him/her by the relevant PRC laws and regulations and by the Board. Likewise, the The Vice-Chairperson of the Board shall have the authority conferred upon him/her by the relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act in accordance with the provisions of this Contract and of the Articles of Association. 11.6 Whenever the Chairperson of the Board is unable to perform his/her responsibilities for convening and presiding over meetings of the Board for any reason, he/she shall authorize the Vice-Chairperson of the Board. If the Vice-Chairperson is unable to perform his/her responsibilities for convening and presiding over meetings of the Board or for any reason, the Chairperson shall authorize another director to act on his/her behalf.

The Board of Directors. 11.1 The (a) Except as reserved for determination by the Shareholders pursuant to Section 9.3 (Powers of the General Assembly), the overall management and control of the Company shall have be managed by a board of directors (the “Board”). The composition, powers, duties and operational procedures of the Board and other related matters shall be as stipulated in the Articles of Association. 11.2 The Board shall be the highest authority of the Company. (b) The Board shall consist of six eight (6) directors, three 8) members (3) of whom shall be appointed by Party A, two (2) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. In each a “Director”). Prior to the event that sale to the ratio PublicCo Shareholder of the Parties’ respective interests in the registered capital of the Company changes, the number of directors to be appointed by each Party shall reflect, as nearly as possible, its respective changed interest in the registered capital of the Company and shall be PublicCo Acquisition Interest in accordance with applicable PRC laws Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and regulations. 11.3 The power 19.2(a) (Permitted Transfers to nominate the Chairperson of the Board shall belong to Party A. Party B PublicCo and Qualifying Affiliates), each Founding Shareholder shall have the right to nominate four (4) Directors. Upon the Vice Chairperson sale to the PublicCo Shareholder of the Board. Appointments and dismissals for both of those positions shall be made PublicCo Acquisition Interest in accordance with Article 12.6Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates) [***]. Each Shareholder shall vote for the appointment of the individuals nominated by the Founding Shareholders and the PublicCo Shareholder to be Directors in accordance with this Section 8.1(b), provided that each such individual satisfies the Director Eligibility Criteria. 11.4 The Chairperson (c) To be eligible to serve as a Director, any individual nominated by either Founding Shareholder or the PublicCo Shareholder must satisfy the following criteria (the “Director Eligibility Criteria”): (i) be of sound mind and health and capable of managing his or her affairs and the affairs of the Company; (ii) not be the subject of any criminal conviction relevant to the governance or affairs of the Company, or otherwise of a serious nature; (iii) not be bankrupt or insolvent or not have made or entered into any arrangement or composition with his or her creditors generally; [***] [***] (d) If at any time a Director ceases to satisfy the Director Eligibility Criteria, then the Shareholder that nominated such Director shall procure the immediate resignation of such Director and nominate a replacement Director who satisfies the Director Eligibility Criteria. (e) Meetings of the Board shall be presided over by a chairman (the legal representative of “Board Chairman”). In addition, a deputy chairman (the Company“Deputy Board Chairman”), a secretary (the “Board Secretary”), and an assistant secretary (the “Assistant Board Secretary”) shall have be appointed as provided in this Section 8.1(e). The Board Chairman shall be nominated by [***] and the authority conferred upon him/her Deputy Board Chairman shall be nominated by relevant PRC laws [***]. Both the Board Chairman and regulations and by the Deputy Board Chairman shall be nominated from amongst the Directors then appointed to the Board. LikewiseNeither the Board Chairman nor the Deputy Board Chairman shall have a tie-breaking vote in the event of a tie in a Board vote or any other corporate governance powers or rights other than their single votes in their capacities as Directors. The Board Secretary shall be appointed by [***] and the Assistant Board Secretary shall be appointed by [***] for, the Vice-Chairperson in each case, such periods of time as the Board shall have the authority conferred upon him/her by relevant PRC laws and regulations and by the Board. Both the Chairperson and the Vice-Chairperson shall not contractually or otherwise bind the Company without the prior written authorization of the Board. 11.5 Both the Chairperson and the Vice-Chairperson shall act determine in accordance with Section 8.6(f) (Board Action in General). The Board Secretary and the provisions of this Contract and Assistant Board Secretary shall not be Directors. Each Shareholder shall cause the Directors appointed by it to vote in favor of the Articles appointment of Associationsuch nominees to these positions in accordance with this Section 8.1(e). 11.6 Whenever (f) Other than the Chairperson initial Directors, who shall serve for a term of five (5) years, each Director shall serve for a term of three (3) years following his or her appointment to the Board, unless: (i) the Director resigns or is removed and a successor is appointed by the Shareholder that nominated such Director in accordance with Section 8.1(g); or (ii) the Shareholder that nominated such Director ceases to be a Shareholder. For the avoidance of doubt, the Shareholders may reappoint individuals for successive terms as Directors. (g) Directors may be removed by the Shareholder that nominated them, at any time (with or without cause), upon Notice to each other Shareholder and the Board Secretary. Additionally, any Director may resign at any time upon Notice to the Shareholder represented by such Director and the Board Secretary. In either case, the Shareholder that nominated such Director may nominate a replacement Director to fulfill the remaining term of the Board is unable to perform his/her responsibilities for any reason, he/she Director who has been removed or has resigned and each Shareholder shall authorize the Vice-Chairperson vote in favor of the Board or another director appointment of such replacement, provided that such individual satisfies the Director Eligibility Criteria. (h) All Directors shall have equal voting rights, with each Director having one (1) vote. (i) Each Shareholder shall cause the Directors it has nominated to act on his/her behalfdischarge their duties in compliance with Applicable Law and the Constitutive Documents.