Common use of The Company and the Group Clause in Contracts

The Company and the Group. 2.1 As of the date of this Agreement, the Company has the authorised and issued Shares as set forth in each of the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, and all of the issued shares of the Company have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. 2.2 The Company has been duly established and is validly existing as a corporation in good standing under the Laws of the PRC, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular, to execute and deliver each of this Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and under the Global Offering; the Articles of Association and other constituent or constitutive documents of the Company comply with the requirements of the Laws of the PRC and are in full force and effect; the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, the Listing Rules). 2.3 The Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise). (A) The Company has no subsidiaries other than those as set forth the Hong Kong Prospectus and the Preliminary Offering Circular; (B) except as disclosed in all of the Hong Kong Prospectus and the Preliminary Offering Circular, the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the Group, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; all of the issued shares of each of the members of the Group that is a non-PRC person have been duly authorised and validly issued, are fully paid up and non-assessable, have been issued in compliance with all applicable Laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance or adverse claims; (D) the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claims; and (E) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering Circular, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group are outstanding. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular.

The Company and the Group. 2.1 As 3.1 each and every (i) Subsidiary and (ii) entity that the Company or any Subsidiary has agreed to acquire pursuant to a contractual obligation existing as of the date of this Agreementhereof has been disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and the Company has the authorised and issued Shares no other associated companies or jointly controlled entities other than those as set forth in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus; 3.2 save as disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, none of the Company or the Subsidiaries has conducted, is conducting or proposes to conduct any business, has acquired or proposes to acquire any property or asset or has incurred or proposed to incur any liability or obligation (including, without limitation, contingent liability or obligation), which is material to the Group but which is not directly or indirectly related to the business of the Group, taken as a whole, as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, and all of the issued shares Prospectus; 3.3 each of the Company have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. 2.2 The Company the Subsidiaries has been duly incorporated or established and is validly existing as a corporation and in good standing under the Laws of the PRCjurisdiction of its incorporation, registration or organization with full legal right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus Prospectus, and the Preliminary Offering Circular, has been duly qualified to execute transact business and deliver each of this Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and is in good standing (where applicable) under the Global OfferingLaws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect; the Articles articles of Association association, the business license and other constituent or constitutive documents of each of the Company and the Subsidiaries comply with the requirements of the Laws of the PRC jurisdiction of its incorporation, registration or organization and are in full force and effect; each of the Company and the Subsidiaries is capable of suing and being sued in its own name; each of the Subsidiaries that is a PRC entity has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or material default under applicable PRC Laws, and has timely received all requisite material certifications from each applicable PRC Authority; 3.4 the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum and articles of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, including the Listing Rules).; 2.3 The 3.5 none of the Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its businessor the Subsidiaries has taken any action nor have any steps been taken or legal, ownership legislative or leasing of properties or assets or otherwise). administrative proceedings been started (A) The to wind up, make bankrupt, dissolve, deregister, make dormant, or eliminate the Company or any Subsidiary, or (B) to withdraw, revoke or cancel any Approvals and Filings required under any Laws applicable to, or from or with any Authority having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, or otherwise from or with any other persons, in order to conduct business or operation of the Company or any Subsidiary, except in each case as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus; 3.6 except as disclosed in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, (A) each of the Company and the Subsidiaries has valid title to all real properties and assets that it purports to own, in each case free and clear of all Encumbrances and defects; (B) each of the Company and the Subsidiaries has valid title to all personal assets and revenue generating assets it purports to own, in each case free and clear of all Encumbrances and defects, except as would not, individually or in the aggregate, materially and adversely affect the value of such property or asset, or would not, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant Subsidiary, as applicable, or would not, individually or in the aggregate, result in a Material Adverse Effect; (C) each real property, building and unit held under lease by the Company or any Subsidiary is held by it under a legal and enforceable agreement and such lease is in full force and effect; (D) each lease to which the Company or any Subsidiary is a party has been duly executed and is legal, valid, binding and enforceable in accordance with its terms against the other parties thereto; (E) no subsidiaries default (or event which with notice or lapse of time, or both, would constitute such a default) by the Company or any Subsidiary has occurred and is continuing or is likely to occur under any of such leases, which would, individually or in the aggregate, constitute a Material Adverse Effect; neither the Company nor the Subsidiaries is aware of any action, suits, claims, demands, investigations, judgment, awards and proceedings of any nature that has been asserted by any person which (a) may be adverse to the rights or interests of the Company and/or the Subsidiaries under such lease, tenancy or license or (b) which may affect the rights of the Company and/or the Subsidiaries to the continued possession or use of such leased or licensed property or other than those asset; (F) the right of the Company and/or the Subsidiaries to possess or use such leased or licensed property or other asset is not subject to any unusual or onerous terms or conditions, with such exceptions as set forth would not, individually or in the aggregate, materially interfere with the use made or proposed to be made of such property or asset by the Company and/or the relevant Subsidiaries; (G) the use of all properties owned or leased by the Company and/or the Subsidiaries is in accordance with its permitted use under all applicable Laws, and the use of any premises occupied by the Company and/or the Subsidiaries is in accordance with the terms provided for in the lease, tenancy, license, concession or agreement of whatsoever nature relating to such occupation, with such exceptions as would not, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant Subsidiary, as applicable; (H) neither the Company nor any Subsidiary owns, operates, manages or has any other right or interest in any other material real property of any kind except as reflected in the audited consolidated financial statements of the Company as of 31 December 2021 included in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and no other real properties are necessary in order for the Company or the Subsidiaries to carry on the businesses of the Company or the Subsidiaries in the manner described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus and other than those real property the Preliminary Offering Circular; (B) except as disclosed absence of which would, individually or in all of the Hong Kong Prospectus and the Preliminary Offering Circularaggregate, have a Material Adverse Effect; 3.7 the Company owns all of has the authorized and issued or registered share capital or other equity interests of or as set forth under the captions “Capitalization and Indebtedness” and “Share Capital” in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the GroupPricing Disclosure Package, the Company does not ownOffering Circular and the Hong Kong Prospectus, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; and all of the issued shares of each of the members of the Group that is a non-PRC person Company (A) have been duly authorised authorized, registered and validly issued, (B) are fully paid up and non-assessable, (C) were not issued in violation of any pre-emptive, resale rights, rights of first refusal or similar rights, (D) conform to the description thereof contained in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, (E) have been issued in compliance with all applicable Laws and were not issued (F) are owned by existing shareholders identified and in violation the amounts specified, save for any rights granted under the Company’s pre-IPO financing agreements which will be terminated on the Listing Date, no holder of outstanding shares of the Company is and will be entitled to any pre-emptive rightemptive, resale rightrights, right rights of first refusal or other similar right rights to acquire the Offer Shares or any other securities of the Company; and there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or obligations of the Company to issue, the Shares or any other class of shares of the Company except pursuant to this Agreement, the International Underwriting Agreement; 3.8 each member of the Group is a legal person with limited liability, and the liability of the Company in respect of equity interests directly or indirectly held by it in such Subsidiary is limited to its investment therein; all the issued shares of, capital stock of or ownership interests in each member of the Group have been duly authorized, registered and validly issued and are fully paid and non-assessable, and are owned by the Company subject to no Encumbrance either directly, or adverse claimsindirectly through wholly-owned Subsidiaries, free and clear of all Encumbrances; (D) the registered capital (in the form of shares or otherwise) of each none of the members issued shares of, capital stock of the Group that is a PRC person has been duly and validly establishedor ownership interests in any Subsidiary was issued, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authoritiesor subscribed to, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any the pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claimsrights of any shareholder of such Subsidiary; and (E) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering Circular, there are no optionsoutstanding rights, warrants or other rights options to purchaseacquire, agreements or other obligations to issue instruments convertible into or other rights to convert exchangeable for, any obligation into shares of capital stock of, or other equity interests of or in any member of the Group are outstanding. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business direct interest in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership Company or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular.Subsidiary;

The Company and the Group. 2.1 As of the date of this Agreement, the 2.1. The Company has the authorised and issued Shares share capital as set forth in each of the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, International Prospectus and all of the issued shares of the Company have been duly authorised authorized and validly issued and are fully paid and non-assessableassessable and conform to the description thereof contained in each of the Hong Kong Prospectus and the Preliminary International Prospectus; and except for USD13,500,000 of the registered capital of BeiGene (Beijing) Co., have Ltd.,, USD6,500,000 of the registered capital of BeiGene (Suzhou) Co., Ltd., RMB59,755,385 of the registered capital of BeiGene Biologics Co., Ltd. and RMB450,000,000 of the registered capital of BeiGene Guangzhou Biologics Manufacturing Co., Ltd. which will be required to be paid in accordance with the time limits as set forth in their respective articles of association, all of the issued share capital of each of the other members of the Group has been issued in compliance with all applicable Lawsduly and validly authorized and issued, were not issued in violation are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any pre-emptive rightEncumbrance; except as described in each of the Hong Kong Prospectus and the Preliminary International Prospectus (including securities issued pursuant to an equity incentive plan described in the Hong Kong Prospectus and the Preliminary International Prospectus), resale rightthere are no outstanding securities convertible into or exchangeable for, right or warrants, rights or options to purchase from the Company, or obligations of first refusal the Company to issue, Shares, or similar right any other class of share capital of the Company; the Shares, when issued and delivered against payment therefor, may be freely deposited by the Company with the HKSCC; the Shares, when issued and delivered against payment therefor, will be freely transferable by the Company to or for the account of the several Underwriters and the initial purchasers thereof; and there are subject to no Encumbrance restrictions on subsequent transfers of the Shares under the laws of the PRC, Hong Kong, Cayman Islands or adverse claimsUnited States, except as described in the Hong Kong Prospectus and the Preliminary International Prospectus. 2.2 2.2. The Company has been duly established incorporated and is validly existing as a corporation in good standing under the Laws laws of the PRCits jurisdiction of incorporation, with full right, power and authority (corporate and other) to own, uselease and operate its properties and conduct its business as described in the Hong Kong Prospectus and the Preliminary International Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. Each subsidiary of the Company has been duly incorporated or organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Hong Kong Prospectus and the Preliminary International Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. None of the Company or any other member of the Group nor any person acting on behalf of any of them has taken any action, nor have any steps been taken or any actions, suits or proceedings under any Laws been started or threatened, to wind up, liquidate, dissolve, make dormant or eliminate the Company or any other member of the Group. 2.3. Each of the Company and any other member of the Group that were incorporated outside of the PRC has taken, or is in the process of taking, if applicable, reasonable steps to comply with, and to ensure compliance by each of its shareholders, option holders, directors, officers and employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the Ministry of Commerce, the National Development and Reform Commission and the State Administration of Foreign Exchange) relating to overseas investment by PRC residents and citizens or the repatriation of the proceeds from overseas offering and listing by offshore special purpose vehicles controlled directly or indirectly by PRC companies and individuals (the “PRC Overseas Investment and Listing Regulations”), including without limitation, requesting each shareholder, option holder, director, officer and employee that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations. 2.4. Each of the Company and each of the Company’s directors that signed the U.S. Registration Statement is aware of and has been advised as to, the content of the M&A Rules, in particular the relevant provisions thereof which purport to require offshore special purpose vehicles, or SPVs, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and the Company understands such legal advice; and the Company has fully communicated such legal advice from its PRC counsel to each of its directors that signed the U.S. Registration Statement and each director has confirmed that he or she understands such legal advice. 2.5. Each of the Company and its subsidiaries has obtained or made and hold and are in compliance with all Approvals and Filings under any Laws applicable to, or from or with any Authority having jurisdiction over the Company and its subsidiaries required in order to own, lease, license and use its properties, assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering CircularInternational Prospectus, except where the failure to execute obtain such Approvals and deliver each of this Agreement Filings would not be reasonably expected to have a Material Adverse Effect, and such Approvals and Filings contain no material restrictions or conditions not described in the Hong Kong Prospectus and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and under the Global OfferingPreliminary International Prospectus; the Articles of Association and other constituent or constitutive documents no member of the Group is aware that any Authority is considering revoking, suspending or modifying, any such Approvals and Filings; and the Company comply and any other member of the Group are in compliance with the requirements provisions of the Laws of the PRC all such Approvals and are in full force and effect; the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, the Listing Rules). 2.3 The Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise)Filings. (A) The Company has no subsidiaries other than those as set forth in the Hong Kong Prospectus and the Preliminary Offering Circular; (B) except as disclosed in all section of each of the Hong Kong Prospectus and the Preliminary Offering CircularInternational Prospectus; and (B) except as disclosed in each of the Hong Kong Prospectus and the Preliminary International Prospectus, the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the Group, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; all of the issued shares of each of the members of the Group that is a non-PRC person have been duly authorised and validly issued, are fully paid up and non-assessable, have been issued in compliance with all applicable Laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance or adverse claims; (D) the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claims; and (E) except . 2.7. Except as disclosed described in the Hong Kong Prospectus and the Preliminary Offering CircularInternational Prospectus, no the Company has not sold, issued or distributed any Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A, Regulation D or Regulation S promulgated under the Securities Act, other than shares issued pursuant to employee benefit plans, qualified share option plans or other employee compensation plans or pursuant to outstanding options, warrants rights or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group are outstandingwarrants. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular.

The Company and the Group. 2.1 As 3.1 each and every (i) Subsidiary and (ii) entity that the Company or any Subsidiary has agreed to acquire pursuant to a contractual obligation existing as of the date of this Agreementhereof has been disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and the Company has the authorised and issued Shares no other associated companies or jointly controlled entities other than those as set forth in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus; 3.2 save as disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, none of the Company or the Subsidiaries has conducted, is conducting or proposes to conduct any business, has acquired or proposes to acquire any property or asset or has incurred or proposed to incur any liability or obligation (including, without limitation, contingent liability or obligation), which is material to the Group but which is not directly or indirectly related to the business of the Group, taken as a whole, as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, and all of the issued shares Prospectus; 3.3 each of the Company have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. 2.2 The Company the Subsidiaries has been duly incorporated or established and is validly existing as a corporation and in good standing under the Laws of the PRCjurisdiction of its incorporation, registration or organization with full legal right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus Prospectus, and the Preliminary Offering Circular, has been duly qualified to execute transact business and deliver each of this Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and is in good standing (where applicable) under the Global OfferingLaws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect; the Articles articles of Association association, the business license and other constituent or constitutive documents of each of the Company and the Subsidiaries comply with the requirements of the Laws of the PRC jurisdiction of its incorporation, registration or organization and are in full force and effect; each of the Company and the Subsidiaries is capable of suing and being sued in its own name; each of the Subsidiaries that is a PRC entity has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or material default under applicable PRC Laws, and has timely received all requisite material certifications from each applicable PRC Authority; 3.4 the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum and articles of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, including the Listing Rules).; 2.3 The 3.5 none of the Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its businessor the Subsidiaries has taken any action nor have any steps been taken or legal, ownership legislative or leasing of properties or assets or otherwise). administrative proceedings been started (A) The to wind up, make bankrupt, dissolve, deregister, make dormant, or eliminate the Company or any Subsidiary, or (B) to withdraw, revoke or cancel any Approvals and Filings required under any Laws applicable to, or from or with any Authority having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, or otherwise from or with any other persons, in order to conduct business or operation of the Company or any Subsidiary, except in each case as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus; 3.6 except as disclosed in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, (A) each of the Company and the Subsidiaries has valid title to all real properties and assets that it purports to own, in each case free and clear of all Encumbrances and defects; (B) each of the Company and the Subsidiaries has valid title to all personal assets and revenue generating assets it purports to own, in each case free and clear of all Encumbrances and defects, except as would not, individually or in the aggregate, materially and adversely affect the value of such property or asset, or would not, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant Subsidiary, as applicable, or would not, individually or in the aggregate, result in a Material Adverse Effect; (C) each real property, building and unit held under lease by the Company or any Subsidiary is held by it under a legal and enforceable agreement and such lease is in full force and effect; (D) each lease to which the Company or any Subsidiary is a party has been duly executed and is legal, valid, binding and enforceable in accordance with its terms against the other parties thereto; (E) no subsidiaries default (or event which with notice or lapse of time, or both, would constitute such a default) by the Company or any Subsidiary has occurred and is continuing or is likely to occur under any of such leases, which would, individually or in the aggregate, constitute a Material Adverse Effect; neither the Company nor the Subsidiaries is aware of any action, suits, claims, demands, investigations, judgment, awards and proceedings of any nature that has been asserted by any person which (a) may be adverse to the rights or interests of the Company and/or the Subsidiaries under such lease, tenancy or license or (b) which may affect the rights of the Company and/or the Subsidiaries to the continued possession or use of such leased or licensed property or other than those asset; (F) the right of the Company and/or the Subsidiaries to possess or use such leased or licensed property or other asset is not subject to any unusual or onerous terms or conditions with such exceptions as set forth would not, individually or in the aggregate, materially interfere with the use made or proposed to be made of such property or asset by the Company and/or the relevant Subsidiaries; (G) the use of all properties owned or leased by the Company and/or the Subsidiaries is in accordance with its permitted use under all applicable Laws, and the use of any premises occupied by the Company and/or the Subsidiaries is in accordance with the terms provided for in the lease, tenancy, license, concession or agreement of whatsoever nature relating to such occupation, with such exceptions as would not, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant Subsidiary, as applicable; (H) neither the Company nor any Subsidiary owns, operates, manages or has any other right or interest in any other material real property of any kind except as reflected in the audited consolidated financial statements of the Company as of December 31, 2021 included in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and no other real properties are necessary in order for the Company or the Subsidiaries to carry on the businesses of the Company or the Subsidiaries in the manner described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus and other than those real property the Preliminary Offering Circular; (B) except as disclosed absence of which would, individually or in all of the Hong Kong Prospectus and the Preliminary Offering Circularaggregate, have a Material Adverse Effect; 3.7 the Company owns all of has the authorized and issued or registered share capital or other equity interests of or as set forth under the captions “Capitalization and Indebtedness” and “Share Capital” in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the GroupPricing Disclosure Package, the Company does not ownOffering Circular and the Hong Kong Prospectus, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; and all of the issued shares of each of the members of the Group that is a non-PRC person Company (A) have been duly authorised authorized, registered and validly issued, (B) are fully paid up and non-assessable, (C) were not issued in violation of any pre-emptive, resale rights, rights of first refusal or similar rights, (D) conform to the description thereof contained in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, (E) have been issued in compliance with all applicable Laws and were not issued (F) are owned by existing shareholders identified and in violation the amounts specified, save for any rights granted under the Company’s pre-IPO financing agreements which will be terminated on the Listing Date, no holder of outstanding shares of the Company is and will be entitled to any pre-emptive rightemptive, resale rightrights, right rights of first refusal or other similar right rights to acquire the Offer Shares or any other securities of the Company; and there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or obligations of the Company to issue, the Shares or any other class of shares of the Company except pursuant to this Agreement or the Hong Kong Underwriting Agreement; 3.8 each member of the Group is a legal person with limited liability, and the liability of the Company in respect of equity interests directly or indirectly held by it in such Subsidiary is limited to its investment therein; all the issued shares of, capital stock of or ownership interests in each member of the Group have been duly authorized, registered and validly issued and are fully paid and non- assessable, and are owned by the Company subject to no Encumbrance either directly, or adverse claimsindirectly through wholly-owned Subsidiaries, free and clear of all Encumbrances; (D) the registered capital (in the form of shares or otherwise) of each none of the members issued shares of, capital stock of the Group that is a PRC person has been duly and validly establishedor ownership interests in any Subsidiary was issued, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authoritiesor subscribed to, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any the pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claimsrights of any shareholder of such Subsidiary; and (E) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering Circular, there are no optionsoutstanding rights, warrants or other rights options to purchaseacquire, agreements or other obligations to issue instruments convertible into or other rights to convert exchangeable for, any obligation into shares of capital stock of, or other equity interests of or in any member of the Group are outstanding. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business direct interest in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership Company or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular.Subsidiary;

The Company and the Group. 2.1 As of the date of this Agreement, the Company has the authorised and issued Shares share capital as set forth in the section of each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering Circular in and the section PHIP (except for the disclosure which have been intentionally taken out from the Preliminary Offering Circular and the PHIP) headed “Share Capital”, and all of the issued shares of the Company have been duly authorised and validly issued and are fully paid (or credited as fully paid, as applicable) and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. 2.2 The Company has been duly established and is validly existing as a corporation in good standing joint stock company with limited liability under the Laws of the PRC, with full right, power and authority (corporate and other) to own, use, lease lease, as the case may be, and to operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering CircularCircular and the PHIP (except for the disclosure which have been intentionally taken out from the Preliminary Offering Circular and the PHIP), to execute and deliver each of this Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and under the Global Offering; the Articles of Association and other constituent or constitutive documents of the Company comply with the requirements of the Laws of the PRC and are in full force and effect; the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum of association Association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, the Listing Rules)) where applicable. 2.3 The Company is duly qualified to transact business and is in good standing in each jurisdiction where the Company operates and such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise), except where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. (A) The Company has no subsidiaries subsidiaries, jointly-controlled companies and associated companies other than those as set forth in the sections of each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering CircularCircular and the PHIP headed “History and Development”, “Appendix I – Accountants’ Report” and “Appendix VII – Statutory and General Information”; (B) except as disclosed in all of the Hong Kong Prospectus and the Preliminary Offering CircularCircular and the PHIP under the sections headed “History and Development”, “Appendix I – Accountant’s Report” and “Appendix VII – Statutory and General Information”, the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the Group, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; all of the issued shares of each of the members of the Group that is a non-PRC person have been duly authorised and validly issued, are fully paid up and non-assessable, have been issued in compliance with all applicable Laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance or adverse claims; (D) except as disclosed in all of the Hong Kong Prospectus the Preliminary Offering Circular, the PHIP or any legal opinion(s) issued by the PRC legal advisers, the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claims; and (E) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering Circular, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group are outstandingoutstanding (except for the disclosure which have been intentionally taken out from the Preliminary Offering Circular and the PHIP). 2.5 Each member of the Group has been duly incorporated, registered or organized organised and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organizationorganisation, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering CircularCircular and the PHIP (except for the disclosure which have been intentionally taken out from the Preliminary Offering Circular and the PHIP); each member of the Group is capable of suing and being sued in its own name; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise), except where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change; the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organizationorganisation, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and Prospectus, the Preliminary Offering CircularCircular and the PHIP (except for the disclosure which have been intentionally taken out from the Preliminary Offering Circular and the PHIP).

The Company and the Group. 2.1 As of the date of this Agreement, the Company has the authorised and issued Shares as set forth in each of the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, and all of the issued shares of the Company have been duly authorised authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right the Company's Articles of first refusal or similar right Association and are subject to no Encumbrance or adverse claimsEncumbrance. 2.2 The Company has been duly established incorporated and is validly existing as a corporation in good standing under the Laws of the PRCCayman Islands, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering CircularListing Documentation, to execute and deliver this Agreement, and each of this the Related Agreements and to perform its obligations hereunder and thereunder (as used herein, "Related Agreements" refers to the deposit agreement among the Company, JPMorgan Chase Bank, N.A. and the Company's ADS holders and beneficial owners, Registrar's Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares Dealers Agreements) as contemplated herein and under the Global OfferingIntroduction; the memorandum of association, Articles of Association and other constituent or constitutive documents of the Company comply with the requirements of the Laws of the PRC Cayman Islands and are in full force and effect; the . 2.3 The Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Ordinance. The memorandum of association, Articles of Association, the memorandum of association Association and other constituent or constitutive documents and the business license of the Company comply with the applicable Laws of Hong Kong (including, without limitation, the Listing Rules). 2.3 The Company is duly qualified to transact business ) and is the requirements of the Laws of the Cayman Islands and are in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise)full force and effect. (A) The Company has no principal subsidiaries and jointly controlled companies other than those as set forth in the Hong Kong Prospectus section of the Listing Documentation headed "Appendix IA – Accountant's Report of the Group;" (B) other than those listed in exhibit 8.1 to the annual report on Form 20-F for the fiscal year ended December 31, 2021 filed by the Company with the SEC, the Company does not own or control, directly or indirectly, any corporation or entity that is a "significant subsidiary" as defined under Rule 1-02 of Regulation S-X under the Securities Exchange Act of 1934, as amended (with the rules and regulations promulgated thereunder, the Preliminary Offering Circular"Exchange Act"); (BC) except as disclosed in all the section of each of the Hong Kong Prospectus and Listing Documentation headed "Appendix IA – Accountant's Report of the Preliminary Offering Circular, Group," the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Groupits subsidiaries; (CD) other than the share capital or other equity interests of or in the other members of Company's subsidiaries and except as disclosed in the GroupListing Documentation, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; all of the issued shares of each of the members of the Group that is a non-PRC person have been duly authorised authorized and validly issued, are fully paid up or otherwise in compliance with the applicable Laws and non-assessable, have been issued in compliance with all applicable Laws and were not issued in violation of any pre- emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance; (E) each of the members of the Group that is a PRC person has been duly and validly established, and the registered capital (in the form of shares or otherwise) of such member controlled by the Company has been validly issued and fully paid up or otherwise in compliance with applicable Laws with all contributions to such registered capital having been paid in accordance with applicable PRC Laws; except as disclosed in the Listing Documentation, all of such registered capital has been issued in compliance with all applicable Laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance or adverse claims; (D) the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claimsCompany; and (EF) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering CircularListing Documentation, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group which are controlled by the Company are outstanding; and (G) each of the other members of the Group is a legal person with limited liability and the liability of the Company in respect of equity interests held in each such member of the Group is limited to its investment therein. 2.5 Each Except as disclosed in the Listing Documentation, each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration incorporation or organizationregistration, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and Listing Documentation in all material aspects. 2.6 Except as disclosed in the Preliminary Offering Circular; Listing Documentation, (A) each member of the Group is duly qualified to transact business and the Group as a whole is in good standing compliance with the relevant PRC foreign investment laws in all material respects; (B) the Contractual Arrangements have each jurisdiction where such qualification been duly authorized, executed and delivered by the parties thereto and, individually and collectively, constitute legal, valid and binding agreements, enforceable by the parties thereto in accordance with their respective terms, subject, as to enforceability, bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (C) no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any Contractual Arrangement by the parties thereto, except for such that has been obtained or performed. There is no legal or governmental proceeding, inquiry or investigation pending against any member of the Group in any jurisdiction challenging the validity of any of the Contractual Arrangements and, to the best knowledge of the Company after due and careful inquiry, no such proceeding, inquiry or investigation is contemplated in any jurisdiction; (D) the execution, delivery and performance of each Contractual Arrangements by virtue the parties thereto do not and will not result in a breach or violation of its businessany of the terms and provisions of, ownership or leasing constitute a default under, or result in the imposition of properties any lien, charge or encumbrance upon any property or assets or otherwise); of any member of the memorandum and articles Group pursuant to (x) the Memorandum of association Association, Articles of Association and other constituent or constitutive documents and the business licence license of each any member of the Group, (y) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over any member of the Group comply with the requirements or any of the Laws their properties, or (z) any indenture, mortgage, deed of the jurisdiction of its incorporationtrust, registration loan agreement or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found other agreement or instrument to have which any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting a party or proposes to conduct by which any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but is bound or to which is not directly or indirectly related to any of the business properties of such any member of the Group is subject, except in the cases of (y) and (z) where such breach, violation or default would not, individually or in the business of the Groupaggregate, taken as result in a whole, as described in Material Adverse Effect; (E) each of the Hong Kong Prospectus Contractual Arrangements is in full force and effect and to the best knowledge of the Company after due and careful inquiry, none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such Contractual Arrangement. To the best knowledge of the Company after due and careful inquiry, none of the parties to any of the Contractual Arrangements has sent or received any communication regarding termination of, or intention not to renew, any of the Contractual Arrangements, and, to the best knowledge of the Company after due and careful inquiry, no such termination or non-renewal has been threatened or is being contemplated by any of the parties thereto; and (F) the statements set forth in the Listing Documentation concerning the Contractual Arrangements, are complete, true and accurate in all material aspects and not misleading. "Contractual Arrangements" means a series of contractual arrangements entered into between Shenzhen OneConnect Technology Services Co., Ltd., Xxxxx Xxxx Xxxx (Guangzhou) Technology Co., Ltd., Shenzhen OneConnect Smart Technology Co., Ltd., Shenzhen E-commerce Safety Certificates Administration Co., Ltd. and the Preliminary Offering Circular.Shareholders of Shenzhen OneConnect Smart Technology Co., Ltd. or the Shareholders of Shenzhen E-commerce Safety Certificates Administration Co., Ltd. (as applicable), including (i) the Exclusive Business Cooperation Agreements, (ii) the Exclusive Equity Purchase Option Agreements, (iii) the Exclusive Asset Purchase Option Agreements, (iv) the Equity Pledge Agreements,

The Company and the Group. 2.1 As 3.1 each and every (i) Subsidiary and (ii) entity that the Company or any Subsidiary has agreed to acquire pursuant to a contractual obligation existing as of the date of this Agreementhereof has been disclosed in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, and the Company has the authorised and issued Shares no other associated companies or jointly controlled entities other than those as set forth in the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus; 3.2 none of the Company, or the Subsidiaries has conducted, is conducting or proposes to conduct any business, has acquired or proposes to acquire any property or asset or has incurred or proposed to incur any liability or obligation (including, without limitation, contingent liability or obligation), which is material to the Group but which is not directly or indirectly related to the business of the Group, taken as a whole, as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus and the Preliminary Offering Circular in the section headed “Share Capital”, and all of the issued shares Prospectus; 3.3 each of the Company have been duly authorised and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable Laws, were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are subject to no Encumbrance or adverse claims. 2.2 The Company the Subsidiaries has been duly incorporated or established and is validly existing as a corporation and in good standing under the Laws of the PRCjurisdiction of its incorporation, registration or organisation with full legal right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus Prospectus, and the Preliminary Offering Circular, has been duly qualified to execute transact business and deliver each of this Agreement and the other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and is in good standing (where applicable) under the Global OfferingLaws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect; the Articles articles of Association association, the business license and other constituent or constitutive documents of each of the Company and the Subsidiaries comply with the requirements of the Laws of the PRC jurisdiction of its incorporation, registration or organisation and are in full force and effect; each of the Company and the Subsidiaries is capable of suing and being sued in its own name; each of the Company and the Subsidiaries that have been established in the PRC has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or material default under applicable PRC Laws, and has timely received all requisite material certifications from each applicable PRC Authority; 3.4 the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum and articles of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, including the Listing Rules).; 2.3 The 3.5 none of the Company, the Subsidiaries and the Controlling Shareholders, has taken any action nor have any steps been taken or legal, legislative or administrative proceedings been started or, to the knowledge of the Company and the Controlling Shareholders, been threatened or judgement been rendered to declare (A) to wind up, make bankrupt, dissolve, deregister, make dormant, or eliminate the Company or the Subsidiaries, or (B) to withdraw, revoke or cancel any Approvals and Filings required under any Laws applicable to, or from or with any Authority having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, or otherwise from or with any other persons, in order to conduct business or operation of the Company or the Subsidiaries, except in each case as described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus; 3.6 except as disclosed in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus, (A) each of the Company and the Subsidiaries has valid title to all real properties and assets that it purports to own, in each case free and clear of all Encumbrances and defects; (B) each of the Company and the Subsidiaries has valid title to all personal assets and revenue generating assets it purports to own, in each case free and clear of all Encumbrances and defects, except as would not, individually or in the aggregate, materially and adversely affect the value of such property or asset, or would not, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company or the relevant Subsidiary, as applicable, or would not, individually or in the aggregate, result in a Material Adverse Effect; (C) each real property, building and unit held under lease by the Company or the Subsidiaries is held by it under a legal and enforceable agreement and such lease is in full force and effect; (D) each lease to which the Company or any of the Subsidiaries is a party has been duly qualified to transact business executed and is legal, valid, binding and enforceable in good standing accordance with its terms against the other parties thereto; (E) no default (or event which with notice or lapse of time, or both, would constitute such a default) by the Company or the Subsidiaries has occurred and is continuing or is likely to occur under any of such leases; neither the Company nor the Subsidiaries is aware of any action, suits, claims, demands, investigations, judgment, awards and proceedings of any nature that has been asserted by any person which (a) may be adverse to the rights or interests of the Company and/or the Subsidiaries under such lease, tenancy or license or (b) which may affect the rights of the Company and/or the Subsidiaries to the continued possession or use of such leased or licensed property or other asset; (F) the right of the Company and/or the Subsidiaries to possess or use such leased or licensed property or other asset is not subject to any unusual or onerous terms or conditions with such exceptions as would not, individually or in the aggregate, materially interfere with the use made and proposed to be made of such property or asset by the Company and/or the Subsidiaries, as applicable ; (G) the use of all properties leased by the Company and/or the Subsidiaries is in accordance with its permitted use under all applicable Laws, and the use of any premises occupied by the Company and/or the Subsidiaries is in accordance with the terms provided for in the lease, tenancy, license, concession or agreement of whatsoever nature relating to such occupation; (H) neither the Company nor the Subsidiaries owns, operates, manages or has any other right or interest in any other material real property of any kind except as reflected in the audited consolidated financial statements of the Company as of 30 June 2022 included in each jurisdiction where such qualification is required (by virtue of its businessthe Pricing Disclosure Package, ownership or leasing of the Offering Circular and the Hong Kong Prospectus, and no other real properties and personal properties or assets are necessary in order for the Company or otherwise). (A) The the Subsidiaries to carry on the businesses of the Company has no subsidiaries other than those as set forth or the Subsidiaries in the manner described in each of the Pricing Disclosure Package, the Offering Circular and the Hong Kong Prospectus and other than those real property the Preliminary Offering Circular; (B) except as disclosed absence of which would, individually or in all of the Hong Kong Prospectus and the Preliminary Offering Circularaggregate, have a Material Adverse Effect; 3.7 the Company owns all has the authorised and issued capital as set forth under the captions “Capitalization of the issued or registered share capital or other equity interests of or Our Company” and “Share Capital” in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the GroupPricing Disclosure Package, the Company does not ownOffering Circular and the Hong Kong Prospectus, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; and all of the issued shares of each of the members of the Group that is a non-PRC person Company (A) have been duly authorised authorised, registered and validly issued, (B) are fully paid up and non-assessable, have been issued in compliance with all applicable Laws and (C) were not issued in violation of any pre-emptive rightemptive, resale rightrights, right rights of first refusal or similar right and are owned by the Company subject to no Encumbrance or adverse claims; (D) the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claims; and (E) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering Circular, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group are outstanding. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular.rights,

The Company and the Group. 2.1 As of the date of this Agreement, the The Company has the authorised and issued Shares share capital as set forth in each of the Hong Kong Prospectus Registration Statement, the Disclosure Package and the Preliminary Offering Circular in the section headed “Share Capital”, Final International Prospectus and all of the issued shares of the Company have been duly authorised authorized and validly issued and are fully paid and non-assessableassessable and conform to the description thereof contained in each of the Registration Statement, have the Disclosure Package and the Final International Prospectus; all of the issued share capital of each of the other members of the Group has been issued duly and validly authorized and issued, are owned directly or indirectly by the Company, and except as described in compliance with all applicable Lawseach of the Registration Statement, were not issued in violation the Disclosure Package and the Final International Prospectus, free and clear of any pre-emptive rightEncumbrance; except as described in each of the Registration Statement, resale rightthe Disclosure Package and the Final International Prospectus (including securities issued pursuant to the 2019 Equity Incentive Plan described in the Registration Statement, right the Disclosure Package and the Final International Prospectus), there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or obligations of first refusal the Company to issue, Shares, or similar right any other class of share capital of the Company; the Shares, when issued and delivered against payment therefor, may be freely deposited by the Company with the HKSCC; the Shares, when issued and delivered against payment therefor, will be freely transferable by the Company to or for the account of the several Underwriters and the initial purchasers thereof; and there are subject to no Encumbrance restrictions on subsequent transfers of the Shares under the laws of the PRC, Hong Kong, the Cayman Islands, or adverse claimsthe United States, except as described in the Registration Statement, the Disclosure Package and the Final International Prospectus. 2.2 The Company has been duly established incorporated and is validly existing as a corporation in good standing under the Laws laws of the PRCits jurisdiction of incorporation, with full right, power and authority (corporate and other) to own, uselease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Final International Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. Each subsidiary of the Company has been duly incorporated or organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Final International Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction, except as described in each of the Registration Statement, the Disclosure Package and the Final International Prospectus. None of the Company or any other member of the Group nor any person acting on behalf of any of them has taken any action, nor have any steps been taken or any actions, suits or proceedings under any Laws been started or threatened in writing, to wind up, liquidate, dissolve, make dormant or eliminate the Company or any other member of the Group. 2.3 Except as described in each of the Registration Statement, the Disclosure Package and the Final International Prospectus, each of the Company and any other member of the Group that were incorporated outside of the PRC has taken, or is in the process of taking, if applicable, all reasonable steps to comply with, and to ensure compliance by each of its shareholders and option holders that, to the knowledge of the Company, is, or is directly or indirectly owned or controlled by, a PRC resident or citizen with applicable rules and regulations of the State Administration of Foreign Exchange relating to overseas investment into the Company by PRC residents and citizens (the “SAFE Regulations”), including without limitation, requesting each shareholder and option holder that, to the knowledge of the Company, is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other procedures required under applicable SAFE Regulations. 2.4 The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce (which has been merged into the State Administration for Market Regulation), the China Securities Regulatory Commission (the “CSRC”) and the State Administration of Foreign Exchange of the PRC on August 8, 2006 and amended on June 22, 2009 (the “PRC Mergers and Acquisition Rules”), including the relevant provisions thereof which purport to require offshore special purpose entities formed for listing purposes and controlled directly or indirectly by PRC companies or individuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions Rules from its PRC counsel and the Company understands such legal advice. The issuance and sale of the Offer Shares, the listing and trading of the Offer Shares on the SEHK and the New York Stock Exchange and the consummation of the transactions contemplated by this Agreement, the Hong Kong Underwriting Agreement and the Deposit Agreement (i) is not and will not be materially and adversely affected by the PRC Mergers and Acquisitions Rules or any official clarifications, guidance, interpretations or implementation rules (ii) does not require the prior approval of the CSRC. 2.5 Each of the Company and its subsidiaries has obtained or made and hold and are in compliance with all Approvals and Filings under any Laws applicable to, or from or with any Authority having jurisdiction over the Company and its subsidiaries required in order to own, lease, license and use its properties, assets and conduct its business in the manner presently conducted and as described in each the Registration Statement, the Disclosure Package and the Final International Prospectus, except where the failure to obtain such Approvals and Filings would not have a Material Adverse Change, and such Approvals and Filings contain no material restrictions or conditions not described in the Registration Statement, the Disclosure Package and the Final International Prospectus; no member of the Hong Kong Prospectus Group is aware that any Authority is considering revoking, suspending or modifying, any such Approvals and Filings; and the Preliminary Offering Circular, to execute Company and deliver each of this Agreement and the any other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and under the Global Offering; the Articles of Association and other constituent or constitutive documents member of the Company comply Group are in compliance with the requirements provisions of the Laws of the PRC all such Approvals and are in full force and effect; the Company has been duly registered as Filings, except such violation would not have a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum of association and other constituent or constitutive documents of the Company comply with the Laws of Hong Kong (including, without limitation, the Listing Rules)Material Adverse Change. 2.3 The Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise). 2.6 (A) The Company has no subsidiaries other than those as set forth in the Hong Kong Prospectus Registration Statement, the Disclosure Package and the Preliminary Offering CircularFinal International Prospectus; and (B) except as disclosed in all each of the Hong Kong Prospectus Registration Statement, the Disclosure Package and the Preliminary Offering CircularFinal International Prospectus, the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the Group, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; all of the issued shares of each of the members of the Group that is a non-PRC person have been duly authorised and validly issued, are fully paid up and non-assessable, have been issued in compliance with all applicable Laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance or adverse claims; (D) the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claims; and (E) except as disclosed in the Hong Kong Prospectus and the Preliminary Offering Circular, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group are outstanding. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found to have any material deficiency or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No member of the Group is conducting or proposes to conduct any business, or has or proposes to acquire or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such member of the Group or the business of the Group, taken as a whole, as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular.

The Company and the Group. 2.1 As of the date of this Agreement, the Company has the authorised authorized and issued Shares share capital as set forth in the section of each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering Circular in the section headed “Share Capital”PHIP, and all of the issued shares of the Company (A) have been duly authorised authorized and validly issued and are fully paid and non-assessable, (B) have been issued in compliance with all applicable Laws, (C) were not issued in violation of any pre-emptive preemptive right, resale right, right of first refusal or similar right right, (D) are owned by the existing shareholders and in the amounts specified in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, (E) conform to their description contained in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, and (E) except as disclosed in the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP, are not subject to no any Encumbrance or adverse claims. 2.2 The Each of the Company and the other members of the Group (i) has been duly established incorporated, organized and is validly existing as a corporation and in good standing (or in similar concept) under the Laws laws of the PRCits jurisdiction of incorporation or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the Preliminary Offering CircularPHIP, (ii) is duly qualified as a foreign corporation to execute transact business and deliver is in good standing in each jurisdiction in which it owns or leases properties or conducts any business and in which such qualification is required except, in the case of this Agreement clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The currently effective memorandum and the articles of association or other Operative Documents, to issue, sell and deliver the Offer Shares as contemplated herein and under the Global Offering; the Articles of Association and other constituent constitutional or constitutive organizational documents of the Company and the other members of the Group comply with the requirements of the applicable Laws in jurisdiction of the PRC their incorporation or organization and are in full force and effect; the Company has been duly registered as a non-Hong Kong company under Part 16 of the Companies Ordinance and the Articles of Association, the memorandum of association Association and other constituent or constitutive documents and the business license of the Company comply with the Laws of Hong Kong (including, without limitation, the Listing Rules)) where applicable. 2.3 The Company is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise). (A) The Company has no principal subsidiaries other than those as set forth in the section of each of the Hong Kong Prospectus Prospectus, the Application Proof and the Preliminary Offering CircularPHIP headed “Appendix I – Accountants’ Report”; (B) except as disclosed in all of the Hong Kong Prospectus Prospectus, the Application Proof, the PHIP, the Registration Statement, the Pricing Disclosure Package and the Preliminary Offering CircularProspectus, the Company owns all of the issued or registered share capital or other equity interests of or in each of the other members of the Group; (C) other than the share capital or other equity interests of or in the other members of the Group, the Company does not own, directly or indirectly, any share capital or any other equity interests or long-term debt securities of or in any corporation, firm, partnership, joint venture, association or other entity; (D) all of the issued shares of each of the members of the Group that is (other than a non-PRC person person) have been duly authorised authorized and validly issued, are fully paid up and non-assessable, have been issued in compliance with all applicable Laws and were not issued in violation of subject to any pre-emptive preemptive right, resale right, right of first refusal or similar right and are owned by the Company (except as to the issued shares of the Company) subject to no Encumbrance or adverse claimsclaim, unless otherwise disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP; (DE) the registered capital (in the form of shares or otherwise) of each of the members of the Group that is a PRC person has been duly and validly established, all of such registered capital has been validly issued and fully paid up with all contributions to such registered capital having been paid within the time periods prescribed under in accordance with applicable PRC Laws and all payments of such contributions having been approved by the applicable PRC Authorities, and no obligation for the payment of a contribution to such registered capital remains outstanding; all of such registered capital has been issued in compliance with all applicable Laws and was not issued in violation of subject to any pre-emptive right, resale right, right of first refusal or similar right and is owned by the Company subject to no Encumbrance or adverse claims, unless otherwise disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP; (F) each of the other members of the Group and each associate of the Group is a legal person with limited liability, and the liability of the Company in respect of equity interests held in each such member or associate of the Group is limited to its investment therein; (EG) except as disclosed in the Hong Kong Prospectus Prospectus, the Application Proof, the PHIP, the Registration Statement, the Pricing Disclosure Package and the Preliminary Offering CircularProspectus, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or other equity interests of or in any member of the Group are outstanding. 2.5 Each member of the Group has been duly incorporated, registered or organized and is validly existing as a legal person with limited liability in good standing under the Laws of the jurisdiction of its incorporation, registration or organization, with full right, power and authority (corporate and other) to own, use, lease and operate its properties or assets and conduct its business in the manner presently conducted and as described in each of the Hong Kong Prospectus and the Preliminary Offering Circular; each member of the Group is duly qualified to transact business and is in good standing in each jurisdiction where such qualification is required (by virtue of its business, ownership or leasing of properties or assets or otherwise); the memorandum and articles of association and other constituent or constitutive documents and the business licence of each member of the Group comply with the requirements of the Laws of the jurisdiction of its incorporation, registration or organization, and are in full force and effect. Each none of the members of the Group that is a PRC person has passed each annual examination by the applicable PRC Authorities without being found Company’s board of directors or management owns, directly or indirectly, any shares of capital stock of, or equity interest in, or any rights, warrants or options to have acquire, or instruments or securities convertible into or exchangeable for, any material deficiency share capital of, or to be in material default under applicable PRC Laws and has timely received all requisite certifications from each applicable PRC Authority. 2.6 No direct interests in, any member of the Group is conducting Group; and (H) there are no outstanding securities convertible into or proposes to conduct any businessexchangeable for, rights, warrants or has or proposes options to acquire from the Company or incur any property or asset or liability or obligation (including, without limitation, contingent liability or obligation), which is material to such member of the Group but which is not directly or indirectly related to the business of such other member of the Group or subscribe for, or obligations of the business Company or any other member of the Group to issue or grant, share capital of or debentures or direct interests in the Company or any other member of the Group, taken as a wholeand there is no contract, as described in each agreement, commitment, understanding or arrangement of any kind outstanding which calls for the allotment, issue or transfer of, or accords to any person the right to call for the allotment or issue of, any shares or debentures in, or other securities of, the Company or any other member of the Hong Kong Prospectus and the Preliminary Offering CircularGroup.