Common use of Undertakings Clause in Contracts

Undertakings. 2.1 Undertakings Concerning Party C Party B (as a shareholder of Party C) and Party C hereby undertake that: 2.1.1 Without prior written consent of Party A, no supplement, change or amendment may be made to the Articles of Association as well as rules and regulations of Party C, nor may any increase or decrease of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoever; 2.1.2 They shall maintain the existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial standards and practices; 2.1.3 Without prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurred, inherited, guaranteed or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed to Party A and have obtained written consent from Party A; 2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions and the value of the assets thereof; 2.1.6 Without the prior written consent of Party A, Party C shall not be compelled to sign any major contract, except for where the contract is entered into in the normal course of business (for the purposes of this Paragraph, if the value of a contract exceeds RMB100,000 Yuan, it shall be regarded as a major contract). 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty to any person; 2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C; 2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party C’s assets and business from an insurance company approved by Party A, and the value and type of the insurance shall be consistent with the insurance purchased by companies that operate business similar to that of Party C; 2.1.10 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C; 2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and dividends to its shareholders in any form; however, upon written request by Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as Party C’s director, supervisor or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement. 2.2 Undertakings of Party B Party B hereby undertakes that: 2.2.1 Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C with any party without the prior written consent of Party A, and not to purchase or invest in any party, or be acquired or invested in by any party; 2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B; 2.2.5 Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting to vote on and approve the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and unconditionally transfer to Party A and/or the Designees the equity of Party C owned by Party B, and Party B hereby waives the preemptive right (if any) in connection with equity transfer by other shareholders of Party C; and 2.2.9 Party B shall strictly abide by the terms and conditions of this Agreement and other contracts signed by Party B, Party C and Party A, and perform the obligations under this Agreement and other contracts, and refrain from any act/omission which may affect the validity, effectiveness and enforceability of such contracts. If Party B has any residual rights to the equity under the Equity Pledge Agreement of Party B or the Power of Attorney (with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights unless instructed to do so by Party A in writing.

Undertakings. 2.1 Undertakings Concerning related to Party C Party B (as a the shareholder of Party C) and Party C hereby undertake that: 2.1.1 Without any prior written consent of Party A, no they shall not supplement, change or amendment may be made to modify the Articles of Association as well as rules and regulations constitutional documents of Party C, nor may any increase or decrease its registered capital, or otherwise change the structure of Party C’s its registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall will maintain the existence of their respective companiescompany, and prudently and effectively operate their business prudently and effectivelydeal with their affairs, and handle their affairs in accordance with the good financial and commercial standards and practices; 2.1.3 Without any prior written consent by of Party A, no equitythey shall not sell, transfer, mortgage or otherwise dispose of any legitimate or beneficial interests in any assets, legal or beneficial interest relating to Party C’s business or income may be soldof Party C at any time since the date of the Contract, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance and shall not allow creation of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party Athereon; 2.1.4 Without any prior written consent of Party A, no liabilities may be debts are incurred, inherited, guaranteed or permittedpermitted to exist, except for under the following circumstance: (i) where the liabilities any debts which arise from ordinary normal or daily course of business other business, rather than through loans, arise from borrowing; and (ii) where the liabilities any debts which have been disclosed to Party A and have obtained to which any written consent has been obtained from Party A; 2.1.5 They shall ensure that have been operating all the business of Party C is conducted in during the normal course of business, business in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions assets, and the value of the assets thereofnever conduct any act / omission sufficient to affect its operational situations and asset values; 2.1.6 Without any prior written consent of Party A, Party C shall not sign any material contract (for the purpose of this Paragraph, a contract with a total amount of RMB 10,000 shall be deemed as a material contract); 2.1.7 Without any prior written consent of Party A, Party C shall not provide any person with any loan or credit; 2.1.8 Upon the request of Party A, they shall provide Party A with all the information on the operational and financial situations of Party C; 2.1.9 If Party A requests, Party C shall purchase and maintain the insurance in relation to its assets and business from an insurance company as accepted by Party A. The insured amount and the insurance type shall be consistent with that of any company operating similar business; 2.1.10 Without any prior written consent of Party A, Party C shall not be compelled to sign merged or combined with any major contractperson, except for where the contract is entered into in the normal course of business (for the purposes of this Paragraph, if the value of a contract exceeds RMB100,000 Yuan, it shall be regarded as a major contract). 2.1.7 Without the prior written consent of Party A, they and shall not cause Party C to offer any loan, credit, guarantee or warranty to any person; 2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C; 2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party C’s assets and business from an insurance company approved by Party A, and the value and type of the insurance shall be consistent with the insurance purchased by companies that operate business similar to that of Party C; 2.1.10 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any partyperson; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any Any litigation, arbitration or administrative proceeding that occurs procedure which will or may be occur related to the Party C’s assets, business or income of shall be notified to Party CA immediately; 2.1.13 In order to maintain 2.1.12 For maintaining Party C’s ownership ownerships of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make bring all necessary or appropriate complaints charges or necessary and make an appropriate defenses defense against all claims; 2.1.14 2.1.13 Without the any prior written consent of Party A, they shall ensure that Party C will not distribute profits and pay dividends to its the shareholders in any form; however, provided that upon written the request by of Party A, Party C shall promptly immediately distribute all available profits, and dividends of its distributable profits to its the shareholders;; and 2.1.15 2.1.14 At the request of Party A, they shall will appoint any person designated by Party A to serve them as Party C’s director, supervisor or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill director of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement.C. 2.2 Undertakings of Party B and Party C Party B hereby undertakes that: 2.2.1 Without any prior written consent of Party A, it shall not sell, transfer, mortgage or otherwise dispose of any legitimate or beneficial interests held by it in any assets, business or income of Party C at any time since the date of the Contract, and shall not allow creation of any security interest thereon, except any pledge created on the equity in accordance with Party B’s Equity Pledge Contract; 2.2.2 It will cause the shareholder’s meeting and / or board of directors of Party C not to approve that any legitimate or beneficial interests in the equity held by Party B in Party C may be sold, transferred, mortgaged or otherwise disposed, or any other security interests may be created thereon, except the approval of any pledge created on Party B’s equity in accordance with Party B’s Equity Pledge Contract; 2.2.3 For Party C’s merging or combining with any person, or purchasing or investing in any person, without any prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting shareholder’s meeting or Board Meeting board of Party C directors not to approve the merger or association of Party C with any party without the prior written consent of Party A, and not to purchase or invest in any party, or be acquired or invested in by any partysame; 2.2.4 Party B shall promptly notify Party A of any Any litigation, arbitration or administrative proceeding that occurs procedure which will or may occur in connection with the related to its equity shall be notified to Party C’s equity or assets owned by Party BA immediately; 2.2.5 It will cause the shareholder’s meeting or board of directors of Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve in favor of the transfer of the Purchased Equity or Purchased Assets under this Agreement provided for herein and take any and all other actions that as required by Party A may require.A; 2.2.6 For the purpose of maintaining its ownership of Party C’s ownerships to the equity, Party B it shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make bring all necessary or appropriate complaints charges or conduct necessary and make an appropriate defenses defense against any and all claims; 2.2.7 Upon At the request by of Party A, Party B shall it will appoint any person designated by Party A to serve it as a board the director of Party C; 2.2.8 In response to any At the request that of Party A makes at any time, Party B shallit shall immediately transfer its equity to its designated representative unconditionally at any time, on in accordance with the basis of the Exclusive Option to Equity Purchase Equity hereunder, promptly and unconditionally transfer to Party A and/or the Designees the equity of Party C owned by Party BRight provided for herein, and Party B hereby waives the waive any preemptive right (if any) in connection with equity transfer by other shareholders of Party Cthat it may have when another current shareholder transfers its corresponding equity; and 2.2.9 Party B It shall strictly abide by comply with the terms provisions of the Contract and conditions of this Agreement and any other contracts which signed by Party B, B and Party C and jointly or separately with Party A, and substantially perform the its obligations under this Agreement and other these contracts, and refrain from shall not conduct any act/omission which may act /omission sufficient to affect the validity, effectiveness validity and enforceability of such these contracts. If Party B has reserves any residual rights right to the equity hereunder or under the Equity Pledge Agreement of Contract signed by the Parties hereto or under Party B or the A’s Power of Attorney (with Party A as the beneficiary) signed by and between the parties heretoAttorney, Party B still shall not exercise such rights right unless instructed to do so as directed by Party A in writingwriting to do so.

Undertakings. 2.1 Undertakings Concerning of Party B and Party C Party B (as a the shareholder of Party C) and Party C hereby jointly and severally undertake that: 2.1.1 Without prior written consent of Party A, no supplement, change or amendment may be made to the Articles of Association as well as rules and regulations of Party C, nor may any increase or decrease of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoever; 2.1.2 They shall maintain the existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial standards and practices; 2.1.3 Without prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurred, inherited, guaranteed or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed to Party A and have obtained written consent from Party A; 2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions and the value of the assets thereof; 2.1.6 Without the prior written consent of Party A, they will not supplement, modify or amend the articles of association and internal regulations of Party C in any form, increase or decrease its registered capital, change its registered capital structure in any other manner, or take any action of dividing or dissolving Party C’s company or changing its form; 2.1.2 In accordance with good financial and commercial standards and practice, they will maintain the existence of Party C, prudently and effectively operate its business and handle its affairs, and procure Party C to perform its obligations under the Business Cooperation Agreement; 2.1.3 Without the prior written consent of Party A, from the date of execution hereof, they shall not sell, transfer, mortgage or otherwise dispose of legal rights and interests in any assets (including tangible assets or intangible assets, excluding assets within RMB 1 million as required in the normal business operations), business or income, or cause any Security Interest or other encumbrance to be placed on the same; 2.1.4 Unless required by the PRC Laws, Party C shall not be compelled dissolved or liquidated without the written consent of Party A; after the statutory liquidation set forth in Article 3.6 hereof, Party B irrevocably undertakes, subject to sign the provisions and requirements of the PRC Laws in force at that time, Party B shall pay Party A or the Designee all proceeds of the distribution of surplus assets received arising from the shares of Party C held by Party B or facilitate such payment. Where such payment is not allowed in accordance with the PRC Laws in force at that time, Party B undertakes to trust such payment for Party A in the form of trusteeship, and to cooperate with Party A in signing the trusteeship agreement or other relevant legal documents; 2.1.5 Party C shall not incur, inherit, guarantee or permit the existence of any major contractdebts without the prior written consent of Party A, except for where other than (i) the contract is entered into debts incurred in the normal course of business but not through loans; and (for ii) the purposes debts that have been disclosed to and consented in writing by Party A; 2.1.6 They will conduct all of this ParagraphParty C’s business in the normal course of business to maintain Party C’s asset value, if and will not engage in any act/omission that may have adverse effect on the state of operation and asset value of Party C; and Party A will have the right to supervise Party C’s assets and assess whether it has the right to control Party C’s assets. If Party A determines that Party C’s operational activity affects the value of its assets or Party A’s control of Party C’s assets, Party A shall engage a contract exceeds RMB100,000 Yuan, it legal adviser or other professionals to handle such issue and Party B and Party C shall be regarded as a major contract).take any necessary action to cooperate in such handling; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer execute any major contract other than those executed in the course of normal business and those executed between Party C and Party A, its direct or indirect overseas parent company or subsidiaries directly or indirectly controlled by Party A’s overseas parent company (hereinafter referred to as “Party A’s Affiliates”) (in this paragraph, a contract shall be deemed as a major contract if the value of such contract exceeds XXX 0 million); 2.1.8 Without the prior written consent of Party A, they shall not cause Party C to provide any form of guarantee such as loan, credit, guarantee financial aid or warranty mortgage or pledge to any person, or to permit a third party to create any Security Interest in their assets or equity; 2.1.8 2.1.9 Within 60 business days after the end of each financial year (hereinafter referred to as “the Previous Financial Year”) or at the request of Party A, they shall provide Party A with the audited consolidated financial statements of Party C for the Previous Financial Year and other information on the operating results and financial position of Party C; 2.1.10 At the request of Party A, they will provide Party A with all information concerning C shall procure and maintain insurance on the operation assets and financial status business of Party CC from the insurer recognized by Party A. The amount and type of such insurance shall be the same or have the same effect as the amount and type of insurance normally maintained by a company operating similar business and owning similar property or assets in China; 2.1.9 In response to 2.1.11 Without the prior written consent of Party A’s request, they shall purchase necessary insurance for not cause or permit Party C to enter into merger, partnership, joint venture or alliance with or acquire or invest in any person; 2.1.12 They shall immediately notify Party A of any ongoing or potential lawsuit, arbitration or administrative procedures relating to Party C’s assets assets, business or revenues, and business from an insurance company approved take all necessary actions reasonably requested by Party A, and shall not settle such procedures without the value and type of the insurance shall be consistent with the insurance purchased by companies that operate business similar to that prior written consent of Party CA; 2.1.10 2.1.13 They shall execute all documents, take all actions and file all complaints or defend all claims necessary or appropriate to maintain Party C’s ownership of all of its assets; 2.1.14 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C; 2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and pay dividends to its shareholders in any form; however, but upon the written request by of Party A, Party C shall promptly immediately distribute all available profits, and dividends distributable profits to its shareholdersshareholders and require and cause the shareholders to comply with Article 2.2.5 hereof; 2.1.15 At They shall, at the request of Party A, they shall appoint any person a party designated by Party A to serve act as the directors, supervisors and/or senior management officers of Party C and/or remove the directors, supervisors and/or senior management officers of Party C from office and perform all relevant resolutions and filing procedures; Party A shall have the right to require Party B and Party C to replace the above-mentioned personnel; 2.1.16 If the failure by any of Party C’s directorshareholders or Party C to perform its tax obligations under any applicable PRC Laws prevents Party A from exercising its Call Options, supervisor Party A shall have the right to request Party C or other company administrator its shareholder to perform such tax obligations, or request Party C or its shareholder to pay such tax amount to Party A who are subject to appointment and dismissal by Party Bwill make the payment on its behalf; 2.1.16 2.1.17 Party B and Party C shall, in respect of the undertakings applicable to Party C under this Article 2.1, cause the subsidiaries of Party C to comply with such undertakings as if they were parties to this Agreement; and 2.1.18 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request ensure that Party A makes at any time, Party C shall transfer the Purchased Assets all qualification certificates relating to Party A C’s main business are legal, valid and renewed on time in accordance with the law; any and all government permission, licenses, authorizations and approvals necessary for Party C’s business to be changed and/or increased as a result of changes in the Designees promptly and unconditionally according to provisions of the Exclusive Option to Purchase Assets under competent governmental authorities shall be changed and/or obtained in accordance with the requirements of the applicable laws during the term of this Agreement. 2.2 Further Undertakings of Party B Party B hereby irrevocably undertakes that: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge mortgage or otherwise dispose of any legal or beneficial interest interests in its equity interests in Party C’s equity that Party B holds, C or permit create any Security Interest or other encumbrance on the encumbrance them from the effective date of the property right of any security interest thereonthis agreement, except for the pledge under created on the equity interests in Party C pursuant to the Equity Pledge Agreement of Party BAgreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve engage in any sale, transfer, mortgage, pledge business or any other disposal of any legitimate or beneficial interests of action which will have adverse impact on Party C’s equity owned reputation; 2.2.3 Party B shall not execute any documents or make any relevant undertakings which are in conflict with any agreements and other legal documents that are executed and being performed by Party C or Party A and its Designee; Party B which is shall not supported by cause any conflict of interest between Party B and Party A as well as its shareholders through any act or omission. In case of any such conflict of interest (Party A shall have the right to decide unilaterally whether such conflict of interest arises), Party B shall take measures in a timely manner to eliminate it as soon as possible with the consent of Party A or the Designee. If Party B refuses to take measures to eliminate the conflict of interest, Party A shall be entitled to exercise its Call Options hereunder; 2.2.4 Without the prior written consent of Party A, Party B shall not, in any way, directly or indirectly participate in or engage in any business that is or may be competitive with the business of Party A, Party A’s Affiliates, Party C and not Party C’s controlled subsidiaries, or hold the rights and interests in, or assets of, the relevant entities whose business is or may be competitive with the business of Party A, Party A’s Affiliates, Party C and Party C’s controlled subsidiaries (except that Party B has no more than 5% of the rights and interests in such relevant entities, or that such relevant entities are controlled by Party A and Party A’s Affiliates, or other cases approved by Party A), and Party A shall have the right to approve any encumbrance on such benefits, except for decide whether the pledge of such equity under the Equity Pledge Agreement of above circumstances exist or may exist to Party B; 2.2.3 2.2.5 Unless requested by Party A in writing, Party B shall not require Party C to grant bonus or conduct other profit distribution with respect to Party B’s equity interests in Party C, or make any proposal of the shareholders’ meeting related thereto, vote in favour of such resolution or make a decision related thereto (as the case may be). In any case, if Party B receives any of Party C’s gains, profit distribution or bonus, to the extent permitted by the PRC Laws, Party B shall waive the receipt thereof, and immediately pay or transfer such gains, profit distribution or bonus to Party A or the Designee; 2.2.6 Party B shall cause the Shareholdersshareholders’ Meeting meeting or Board Meeting shareholder of Party C (as the case may be) and/or the board of directors or the executive director of Party C (as the case may be) not to approve the merger sale, transfer, mortgage, creating any Security Interest over or association otherwise disposal of any legal or beneficial interests in its equity interests in Party C with any party C, without the prior written consent of Party A, and not except for the pledge created on the equity interests in Party C pursuant to purchase or invest in any party, or be acquired or invested in by any partythe Equity Pledge Agreement; 2.2.4 2.2.7 Party B shall promptly cause the shareholders’ meeting or shareholder of Party C (as the case may be) and/or the board of directors or the executive director of Party C (as the case may be) not to approve Party C’s merger, partnership, joint venture or alliance with any person, or acquisition or investment in any person, Party C’s division, amendment to the articles of association of Party C, change to its registered capital or company form, without the prior written consent of Party A; 2.2.8 Party B shall immediately notify Party A of any litigationongoing or potential lawsuit, arbitration or administrative proceeding that occurs or may occur procedures relating to its equity interests in connection with the Party C’s equity or assets owned , and take all necessary actions reasonably requested by Party BA, and shall not settle such procedures without the prior written consent of Party A; 2.2.5 2.2.9 Party B shall cause the shareholders’ meeting or shareholder of Party C’s Shareholders’ Meeting C (as the case may be) and/or the board of directors or Board Meeting the executive director of Party C (as the case may be) to vote on and approve for the transfer of the Purchased Equity or Interests and/or Purchased Assets under this Agreement provided herein and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claimsrequest; 2.2.7 2.2.10 Upon request by Party A, Party B shall appoint any person designated requested by Party A from time to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and/or Party C shall immediately and unconditionally transfer its equity interests in and/or assets of Party C to Party A and/or or its Designee pursuant to the Designees the equity of Party C owned by Party BCall Options hereunder, and Party B hereby waives its right of first refusal with respect to the preemptive right (if any) in connection with transfer of equity transfer interests by other shareholders of Party C; andC (if any); 2.2.9 2.2.11 Party B shall strictly abide by comply with the terms and conditions provisions of this Agreement and other contracts signed agreements jointly and severally executed by Party B, Party C and Party A, including but not limited to the Equity Pledge Agreement and the Business Cooperation Agreement, perform the its obligations under this Agreement and such other contractsagreements, and refrain from shall not engage in any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has any residual rights remaining right to the equity interests under this Agreement or the Equity Pledge Agreement or the power of attorney granted in favor or Party A, it shall not exercise such right unless instructed by Party A in writing; 2.2.12 If Party A (or its Designee) has paid Party B the Purchase Price of the equity interests but the relevant changes of industrial and commercial registration have not been completed prior to dissolution of Party C, upon or after the dissolution of Party C, Party B shall timely and gratuitously deliver to Party A (or the Power Designee) all of Attorney (with the proceeds of the remaining property distribution it receives by the reason of holding Party A as the beneficiary) signed by and between the parties heretoC’s equity interests. In this case, Party B shall not make any claim for the proceeds of the remaining property distribution, except for the exercise such rights unless as instructed to do so by Party A; 2.2.13 Party B shall promptly fulfill their tax obligations under the applicable PRC Laws to ensure the smooth exercise of the Call Options by Party A; 2.2.14 Party B agrees to execute an irrevocable power of attorney granting all rights of Party B as the shareholder of Party C to Party A or the Designee, who may exercise voting rights on all matters required to be discussed at the shareholders’ meeting or decided by the shareholders (as the case may be) and resolved, and make and sign resolutions, minutes and other relevant documents, including but not limited to, appointing and electing directors, supervisors, and other officers to be appointed and removed by shareholders or the board of shareholders; disposing of the assets of the company; and amending the articles of association; taking over or managing Party C’s business, or dissolving or liquidating Party C and forming a liquidation group on behalf of the shareholders and exercising the functions and powers of the liquidation group in writingthe liquidation period in accordance with the law; and 2.2.15 Party B shall ensure that Party C will be validly existing, not be terminated, liquidated or dissolved (except with the prior written consent of Party A).

Undertakings. 2.1 Undertakings Concerning with respect to Party C Party B (as a shareholder of Party C’s shareholder) and Party C hereby undertake thatundertake: 2.1.1 Without Party A’s prior written consent of Party Aconsent, no not to supplement, change alter or amendment may be made to amend the Articles articles of Association as well as rules association and regulations of Party CC in any way, nor may any not to increase or decrease reduce its registered capital, or not to otherwise change the structure of Party C’s its registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall To maintain the existence of their respective companiesits corporate existence, operate their business and to prudently and effectively, efficiently carry on its business and handle their conduct its affairs in accordance with good financial and commercial standards and practices; 2.1.3 Without Party A’s prior written consent by Party Aconsent, no equitynot to sell, assetstransfer, mortgage or otherwise dispose of any legal or beneficial interest relating to Party C’s in any asset, business or income may be soldof Party C at any time from the date of signing this Contract, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance not to allow creation of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party ASecurity Interest thereon; 2.1.4 Without prior consent of Party A’s prior written consent, no liabilities may be incurrednot to incur, inheritedinherit, guaranteed guarantee or permittedpermit any debt, except for under the following circumstance: (i) where any debt incurred in the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have any debt that has been disclosed to Party A and have obtained written consent from approved in writing by Party A; 2.1.5 They shall To ensure that all business of Party C is conducted carried out in the normal course of business, business in order to maintain the value of the assets of Party C’s assets, and to refrain from any act/omission that may affect Party C’s its business conditions condition and the value of the assets thereofits assets; 2.1.6 Without the Party A’s prior written consent of Party Aconsent, not to induce Party C shall not be compelled to sign enter into any major material contract, except for where the contract is entered into those concluded in the normal course of business (for the purposes of this Paragraph, if the value of a contract is deemed to be a material contract if its value exceeds RMB100,000 Yuan, it shall be regarded as a major contractRMB100,000).; 2.1.7 Without the Party A’s prior written consent of Party Aconsent, they shall not cause to induce Party C to offer grant any loan, credit, guarantee loan or warranty credit to any person; 2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C; 2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party to provide it with all information concerning party C’s operation and financial status; 2.1.9 If requested by Party A, to purchase and maintain insurances for the assets and business of Party C from an insurance company approved by Party A, with the amounts and the value and type types of the insurance shall be such insurances consistent with the insurance those purchased by companies that operate business any company carrying on similar to that of Party Cbusiness; 2.1.10 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C; 2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and dividends to its shareholders in any form; however, upon written request by Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as Party C’s director, supervisor or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement. 2.2 Undertakings of Party B Party B hereby undertakes that: 2.2.1 Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C with any party without the prior written consent of Party A, and not to purchase or invest in any party, or be acquired or invested in by any party; 2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B; 2.2.5 Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting to vote on and approve the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and unconditionally transfer to Party A and/or the Designees the equity of Party C owned by Party B, and Party B hereby waives the preemptive right (if any) in connection with equity transfer by other shareholders of Party C; and 2.2.9 Party B shall strictly abide by the terms and conditions of this Agreement and other contracts signed by Party B, Party C and Party A, and perform the obligations under this Agreement and other contracts, and refrain from any act/omission which may affect the validity, effectiveness and enforceability of such contracts. If Party B has any residual rights to the equity under the Equity Pledge Agreement of Party B or the Power of Attorney (with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights unless instructed to do so by Party A in writing.

Undertakings. 2.1 Undertakings Concerning of Party B or Party C Party B (as a shareholder of Party C) and Party C hereby jointly and separately undertake that: 2.1.1 (1) Without prior written consent of Party A, no they will not in any manner supplement, change modify or amendment may be made to amend any of the major provisions in the organizational documents (including the Articles of Association as well as rules and regulations Association) or procedures of Party C, nor may any increase or decrease its registered capital, or otherwise change the structure of its registered capital, or change the form of Party C’s registered capital C through any merger, division, suspension, termination, dissolution, liquidation, bankruptcy, reorganization or any other change act; after the statutory liquidation as described in Article 3.6 of this Agreement, Party C’s registered capital structure may be effected in B shall pay to Party A any other remaining residual value collected by it on the basis of non-two-way whatsoeverpayment or cause such payment to occur. If such payment is prohibited by the Laws of China, Party B will pay the income to Party A or its designee to the extent permitted by the Laws of China; 2.1.2 (2) They shall maintain the existence of their respective companiesshall, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial standards and practices; 2.1.3 Without prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurred, inherited, guaranteed or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed to Party A and have obtained written consent from Party A; 2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets existence of Party C, operate its business and refrain from any act/omission that may affect handle its affairs prudently and effectively, and cause Party C’s business conditions and C to fulfill its obligations under the value of the assets thereofBusiness Cooperation Agreement; 2.1.6 (3) Without the prior written consent of Party A, Party C shall not be compelled to sign any major contract, except for where the contract is entered into in the normal course of business (for the purposes of this Paragraph, if the value of a contract exceeds RMB100,000 Yuan, it shall be regarded as a major contract). 2.1.7 Without the prior written consent of Party A, they shall not permit or cause Party C to offer sell, transfer, license, mortgage, pledge, authorize any loanthird party to use or otherwise dispose of the important tangible and intangible assets of Party C and its subsidiaries, creditincluding but not limited to patents, guarantee trademarks, copyrights or warranty to any personother intellectual property rights; 2.1.8 At the request (4) Without prior written consent of Party A, they will provide shall not incur, inherit, guarantee or permit the existence of any debt or payment obligation of more than RMB200,000, except for: (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts that have been disclosed to Party A with and for which Party A’s written consent has been obtained; (5) They shall always operate all information concerning the operation and financial status of Party C’s businesses during the ordinary course of business to maintain the value of Party C’s assets and refrain from any action/omission that may affect Party C’s operating status and asset value; Party A’s board of directors has the right to supervise Party C’s assets and assess whether Party C has control over its assets. If Party A’s board of directors believes that Party C’s business activities affect the value of its assets or affect its control over its own assets, then Party A will hire legal counsels or other professionals deal with these issues; 2.1.9 In response (6) Without prior written consent of Party A, they shall not permit or cause Party C to sign any major contract, except for the contracts signed in the normal course of business and the contracts signed by Party C with Party A’s subsidiaries, parent company or the subsidiaries directly or indirectly controlled by its parent company; (7) Without prior written consent of Party A, they shall not permit or cause Party C to pay any significant capital expenditure or investment with a consideration of RMB500,000 or more, or conduct such transactions as the purchase, sale, mortgage, pledge, lease, pawn or other disposal of assets totaling more than RMB500,000 beyond the normal business operations or budget of Party C during 12 months; (8) Without prior written consent of Party A, they shall not permit or cause Party C to enter into any major agreement with any one or more related parties and promise, guarantee or bear unrestricted obligations, or conduct any transaction with the single amount exceeding RMB 200,000 or with the total accumulated amount exceeding RMB 500,000 during any period of 12 months; (9) Without prior written consent of Party A, they shall not permit or cause Party C to provide any person (including Party B and its related parties) with any loan, financial assistance or mortgage, pledge or any other form of guarantee, or permit any third party to create any mortgage or pledge on its assets or equity; (10) They shall, at Party A’s request, they shall regularly provide Party A with information on Party C’s business operations and financial condition; (11) They shall, at Party A’s request, purchase necessary and maintain insurance for in respect of Party C’s assets and business from an insurance company approved accepted by Party A, at an amount and with the value and type of the insurance shall be consistent with the insurance purchased by coverage typical for companies that operate business similar to that of Party Cbusinesses and possess similar properties or assets in China; 2.1.10 (12) Without the prior written consent of Party A, they shall not permit or cause Party C shall not be caused to sell subsidiaries or allowed to merge or associate with any acquire other party, or purchase or invest in any party or be acquired or invested in by any partyenterprises; 2.1.11 Party C (13) They shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 immediately notify Party A shall be promptly notified of any occurred or threatened litigation, arbitration or administrative proceeding that occurs or may be related proceedings relating to the Party C’s assets, business or income of revenue and shall take all necessary measures in accordance with Party CA’s reasonable request; 2.1.13 In order to (14) To maintain the ownership by Party C’s ownership C of all of its assets, they shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions and make file all necessary or appropriate complaints or necessary defend necessarily and appropriate defenses appropriately against all claims; 2.1.14 (15) Without the prior written consent of Party A, they shall ensure that Party C will shall not announce or pay any dividend, bonus or loss compensation plan in any form, but Party C shall immediately distribute all distributable profits and dividends to its shareholders in any form; however, upon written request by of Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders; 2.1.15 (16) At the request of Party A, they shall shall, in accordance with the Laws of China and the Articles of Association, appoint any person nominated/designated by Party A as the director, supervisor and/or officer of Party C and/or remove any director, supervisor and/or officer of Party C from office, and shall perform all relevant resolutions and filing procedures; Party A has the right to serve as request Party B and Party C to replace any person mentioned above; (17) If Party A is hindered from exercise the Call Option due to the failure of Party C’s directorany shareholder or Party C to fulfill its tax obligations under applicable law, supervisor then Party A has the right to request Party C or other company administrator who are subject its shareholder to appointment fulfill such tax obligations or request Party C or its shareholder to pay such tax amount to Party A and dismissal by then to relevant tax authority through Party BA on Party C’s behalf; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill (18) Without prior written consent of Party A, they shall not agree or cause Party C to formulate, approve or modify Party C’s employee stock option incentive plan; (19) Without prior written consent of Party A, they shall not permit or cause Party C to issue any securities, shares, preferred shares or warrants, options and timely take all measures approved by other rights to purchase any securities domestically or abroad; (20) Without prior written consent of Party A A, they shall not permit or cause Party C to eliminate such unfavorable events engage in any business area that is significantly different from the existing business plan, change its name or take effective remedial measuresterminate any existing business; (21) Without prior written consent of Party A, they shall not permit or cause Party C to formulate, approve or modify Party C’s annual budget and operating plan, including any capital expenditure budget, operating budget and financial plan; (22) Without prior written consent of Party A, they shall not permit or cause Party C to employ any officer or key employee or determine their remuneration and benefits; and 2.1.17 (23) In response to any request that respect of the commitments under this Article 2.1, Party A makes at any time, B and Party C shall transfer cause Party C’s subsidiaries to comply with such commitments as applicable, as if such subsidiaries were Party C under the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreementcorresponding terms. 2.2 Undertakings of Party B Party B hereby unconditionally and irrevocably undertakes that: 2.2.1 (1) Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge mortgage or otherwise dispose of any legal or beneficial interest rights in the equity held by it in Party C’s equity that Party B holds, C or permit the encumbrance of the property right creation of any security interest thereonSecurity Interest thereon from the date of this Agreement, except for the pledge under Equity Pledge Agreement created on the equity of Party BC in accordance with the Equity Interest Pledge Agreement; 2.2.2 (2) Party B shall not engage in business operations or perform any other activities that may adversely affect Party C’s reputation; (3) Party B shall take all measures to ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests all of Party C’s business certificates and licenses are legal and valid, and are renewed on time in accordance with law; (4) Party B shall not externally sign any documents or make relevant commitments that conflict with the agreements and other legal documents signed with Party C or Party A or the entity designated by Party A and are in the process of performance; Party B shall not cause any conflict of interest between Party B and Party A and its shareholders by the way of any act or omission. In the event of such a conflict of interest (Party A has the right to unilaterally decide whether such conflict of interest occurs), Party B shall take measures to eliminate it as soon as possible, subject to the consent of Party A or the entity designated by Party A. If Party B refuses to take such measures, then Party A has the right to exercise the Call Option hereunder; (5) Without the written consent of Party A, Party B shall not in any way directly or indirectly participate in or engage in any business that competes with or may compete with that of Party C and its controlled subsidiaries, or be employed by any entity engages in any business that competes with or may compete with that of Party C and its controlled subsidiaries or hold any equities or assets of such entity (except that it can hold less than 5% equity owned of such entity), and Party A has the right to decide whether there exists or may exist any of the above circumstances; (6) Party B shall not request Party C to make dividends or other forms of profit distribution on the equity held by Party B which is not supported in Party C, propose any resolutions on such distribution at the meeting of Board of Shareholders or vote in favor of such resolutions. In any event, if Party B receives any income, profit distribution or dividends from Party C, Party B shall, to the extent permitted by the Laws of China, waive the collection of such income, profit distribution or dividends, and immediately pay the same to Party A or any person designated by Party A; (7) Party B shall cause that, without prior written consent of Party A, and the Board of Shareholders and/or Board of Directors of Party C shall not to approve the sale, transfer, mortgage or otherwise disposal of any encumbrance on such benefitslegal or beneficial rights in the equity held by Party B in Party C or permit the creation of any Security Interest thereon from the date of this Agreement, except for the pledge created on the equity of such equity under Party C in accordance with the Equity Interest Pledge Agreement of Party BAgreement; 2.2.3 (8) Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C with any party that, without the prior written consent of Party A, and the Board of Shareholders and/or Board of Directors of Party C shall not to purchase approve the merger, partnership, joint venture or invest combination of Party C with any person, or acquiring or investing in any partyperson, or be acquired the division of Party C, or invested in by any partythe change of Articles of Association, registered capital or corporate form of Party C; 2.2.4 (9) Party B shall promptly immediately notify Party A of any occurred or threatened litigation, arbitration or administrative proceeding that occurs or may occur proceedings relating to the equity held by Party B in connection with the Party C, and shall take all necessary measures in accordance with Party A’s equity or assets owned by Party Breasonable request; 2.2.5 (10) Party B shall cause the Board of Shareholders and/or the Board of Directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve to agree to the transfer of the Purchased Equity or Purchased Assets under as agreed in this Agreement and to take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon (11) At the request by Party A, Party B shall appoint any person designated made by Party A to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly shall immediately and unconditionally transfer the equity held by it in Party C to Party A and/or its designee in accordance with the Designees the equity of Party C owned by Party BCall Option hereunder, and Party B hereby waives the preemptive its right of first refusal (if any) in connection with to purchase any equity transfer by from any other shareholders shareholder of Party C; and; 2.2.9 (12) Party B shall strictly abide by the terms and conditions of this Agreement and the other contracts (including but not limited to the Equity Interest Pledge Agreement and the Business Cooperation Agreement) signed by Party B, Party C and Party AA jointly or separately, and perform fulfill the obligations under this Agreement and the above-mentioned other contracts, and refrain from shall not affect their effectiveness and enforceability due to its any act/omission which may affect the validity, effectiveness and enforceability of such contractsomission. If Party B has shall not exercise its any residual rights to the equity under this Agreement or the Equity Interest Pledge Agreement or the power of attorney granted in favor of Party B or the Power of Attorney (with A unless Party A as gives written instructions; (13) If, before the beneficiarydissolution of Party C, Party A (or its designee) signed has paid the Equity Price but the relevant industrial and commercial changes have not been completed, then, at or before the dissolution of Party C, Party B shall timely deliver to Party A (or its designee) free of charge all the proceeds from the distribution of the remaining property obtained by Party B for the equity held by it in Party C, and between the parties heretoin this case, Party B shall not exercise claim any rights in such rights unless instructed to do so proceeds (except as exercised by Party A’s instructions); (14) Subject to the provisions and requirements of the current Laws of China, Party B agrees to refund to Party A free of charge the price obtained by it from Party A for the transfer of the Purchased Equity; (15) Party B agrees to sign an irrevocable power of attorney that is satisfactory to Party A and deposit it with Party A, in writingaccordance with which Party A or its designee is authorized to exercise on Party B’s behalf all the rights of Party B as the shareholder of Party C; and (16) Party B shall ensure that Party C validly exists and will not be terminated, liquidated or dissolved.

Undertakings. 2.1 Undertakings Concerning related to Party C Party B (as a shareholder the shareholders of Party C) and Party C hereby undertake that: 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practicespractices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereofvalues; 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C; 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or allow Party C shall not be caused to combine or allowed to merge or associate with any other partyperson, or purchase to acquire or invest in any party person, or to be acquired by or invested in by receive investments from any partyperson; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without Without the prior written consent of Party A; 2.1.12 Party A , they shall be promptly notified of any litigationnot liquidate, arbitration dissolve, or administrative proceeding that occurs or may be related to the assets, business or income of deregister Party C; 2.1.13 In order 2.1.12 They shall immediately notify Party A of any actual or possible litigation, arbitration, or administrative proceedings related to maintain Party C’s ownership of all of its assets, they business, or revenues; 2.1.13 They shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or raise necessary and or appropriate defenses against all claimsclaims to maintain Party C’s ownership in all the assets of Party C; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will shall not distribute profits and distributable profits, capital bonuses, or dividends to its shareholders in any formmanner; provided, however, upon written request that once requested by Party AA in writing, Party C shall promptly immediately distribute all available distributable profits, and capital bonuses, or dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as the director or supervisor of Party C’s director, supervisor or other company administrator who are subject to appointment officer appointed and dismissal dismissed by Party B; 2.1.16 They shall promptly inform Party A of any event conditions that may have significant cause material adverse effects on the existence, business operation, financial positionconditions, assets assets, or goodwill of Party C, and timely shall promptly take all measures approved by acceptable to Party A to eliminate such unfavorable events adverse conditions or to take effective remedial measuresremedy measures with respect thereto; and 2.1.17 In response to any At the request that of Party A makes at any time, Party C shall immediately and unconditionally transfer the Purchased Optioned Assets to Party A and/or the Designees promptly and unconditionally Designee according to the Exclusive Assets Purchase Option to Purchase Assets under this Agreementhereunder. 2.2 Undertakings of Party B Party B hereby undertakes undertake that: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge pledge, or otherwise dispose of any legal or beneficial interest interests they held in the equity interests in Party C’s equity that Party B holds, or permit allow the encumbrance of the property right thereon of any security interest thereoninterest, except for the pledge under Equity Pledge Agreement of imposed on the equity interests in accordance with Party B’ Share Pledge Agreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholdersshareholders’ Meeting or Board Meeting meeting and/or board of directors of Party C not to approve the merger or association of Party C with any party to, without the prior written consent of Party A, and grant its approval for selling, transferring, mortgaging, pledging, or otherwise disposing of any legal or beneficial interests held by Party B in the equity interests in Party C, or allowing the encumbrance thereon of any security interest, except for the pledge imposed on the equity interests in accordance with Party B’ Share Pledge Agreement; 2.2.3 Party B shall cause the shareholders’ meeting or board of directors of Party C not to purchase to, without the prior written consent of Party A, grant its approval for combining or invest merging with any person, for acquiring or investing in any partyperson, or be for being acquired by or invested in by receiving investments from any partyperson; 2.2.4 Party B shall promptly immediately notify Party A of any actual or possible litigation, arbitration arbitration, or administrative proceeding that occurs or may occur in connection proceedings with the respect to Party C’s equity interests or assets owned by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve for their approval with respect to the transfer of the Purchased Equity Optioned Shares or Purchased Optioned Assets under set forth in this Agreement Agreement, and take any and all other actions acts that may be requested by Party A may require.A; 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or conduct raise necessary and or appropriate defenses against any and all claimsclaims to maintain their ownership in the equity interests of Party C; 2.2.7 Upon At the request by of Party A, Party B shall appoint any person designated by Party A to serve as a board the director of Party C; 2.2.8 In response to any At the request that of Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly shall immediately and unconditionally transfer all the equity interests they held in Party C to Party A and/or the Designees Designee of Equity according to the equity of Party C owned by Party BShare Purchase Option hereunder, and Party B hereby waives the preemptive waive their right of first refusal (if any) in connection with equity over the transfer of shares made by other shareholders of Party C; and 2.2.9 Party B shall strictly abide by the terms and conditions provisions of this Agreement and other contracts signed agreements executed by Party B, B and Party C and jointly or severally with Party A, and perform the obligations under this Agreement and other contractsagreements, and refrain from any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has have any residual rights to right over the equity interest under the Equity this Agreement, under Party B’ Share Pledge Agreement of Party B executed by the Parties hereto, or under the Power of Attorney (granted with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights right unless instructed to do so by Party A in writing.

Undertakings. 2.1 Undertakings Concerning related to Party C Party B The Pledgors (as a shareholder the shareholders of Party C) and Party C hereby undertake that: 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practicespractices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereofvalues; 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C; 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or allow Party C shall not be caused to combine or allowed to merge or associate with any other partyperson, or purchase to acquire or invest in any party person, or to be acquired by or invested in by receive investments from any partyperson; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without Without the prior written consent of Party A; 2.1.12 Party A , they shall be promptly notified of any litigationnot liquidate, arbitration dissolve, or administrative proceeding that occurs or may be related to the assets, business or income of deregister Party C; 2.1.13 In order 2.1.12 They shall immediately notify Party A of any actual or possible litigation, arbitration, or administrative proceedings related to maintain Party C’s ownership of all of its assets, they business, or revenues; 2.1.13 They shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or raise necessary and or appropriate defenses against all claimsclaims to maintain Party C’s ownership in all the assets of Party C; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will shall not distribute profits and distributable profits, capital bonuses, or dividends to its shareholders in any formmanner; provided, however, upon written request that once requested by Party AA in writing, Party C shall promptly immediately distribute all available distributable profits, and capital bonuses, or dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as the director or supervisor of Party C’s director, supervisor or other company administrator who are subject to appointment officer appointed and dismissal dismissed by Party Bthe Pledgors; 2.1.16 They shall promptly inform Party A of any event conditions that may have significant cause material adverse effects on the existence, business operation, financial positionconditions, assets assets, or goodwill of Party C, and timely shall promptly take all measures approved by acceptable to Party A to eliminate such unfavorable events adverse conditions or to take effective remedial measuresremedy measures with respect thereto; and 2.1.17 In response to any At the request that of Party A makes at any time, Party C shall immediately and unconditionally transfer the Purchased Optioned Assets to Party A and/or the Designees promptly and unconditionally Designee according to the Exclusive Assets Purchase Option to Purchase Assets under this Agreementhereunder. 2.2 Undertakings of Party B Party B the Pledgors The Pledgors hereby undertakes undertake that: 2.2.1 Without the prior written consent of Party A, Party B the Pledgors shall not sell, transfer, mortgage, pledge pledge, or otherwise dispose of any legal or beneficial interest interests they held in the equity interests in Party C’s equity that Party B holds, or permit allow the encumbrance of the property right thereon of any security interest thereoninterest, except for the pledge under Equity imposed on the equity interests in accordance with the Pledgors’ Share Pledge Agreement of Party BAgreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B Pledgors shall cause the Shareholdersshareholders’ Meeting or Board Meeting meeting and/or board of directors of Party C not to approve the merger or association of Party C with any party to, without the prior written consent of Party A, and grant its approval for selling, transferring, mortgaging, pledging, or otherwise disposing of any legal or beneficial interests held by the Pledgors in the equity interests in Party C, or allowing the encumbrance thereon of any security interest, except for the pledge imposed on the equity interests in accordance with the Pledgors’ Share Pledge Agreement; 2.2.3 the Pledgors shall cause the shareholders’ meeting or board of directors of Party C not to purchase to, without the prior written consent of Party A, grant its approval for combining or invest merging with any person, for acquiring or investing in any partyperson, or be for being acquired by or invested in by receiving investments from any partyperson; 2.2.4 Party B the Pledgors shall promptly immediately notify Party A of any actual or possible litigation, arbitration arbitration, or administrative proceeding that occurs or may occur in connection proceedings with the respect to Party C’s equity interests or assets owned by Party Bthe Pledgors; 2.2.5 Party B the Pledgors shall cause the shareholders’ meeting or board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve for their approval with respect to the transfer of the Purchased Equity Optioned Shares or Purchased Optioned Assets under set forth in this Agreement Agreement, and take any and all other actions acts that may be requested by Party A may require.A; 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B Pledgors shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or conduct raise necessary and or appropriate defenses against any and all claimsclaims to maintain their ownership in the equity interests of Party C; 2.2.7 Upon At the request by of Party A, Party B the Pledgors shall appoint any person designated by Party A to serve as a board the director of Party C; 2.2.8 In response to any At the request that of Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly Pledgors shall immediately and unconditionally transfer all the equity interests they held in Party C to Party A and/or the Designees Designee of Equity according to the equity of Party C owned by Party BShare Purchase Option hereunder, and Party B the Pledgors hereby waives the preemptive waive their right of first refusal (if any) in connection with equity over the transfer of shares made by other shareholders of Party C; and 2.2.9 Party B The Pledgors shall strictly abide by the terms and conditions provisions of this Agreement and other contracts signed agreements executed by Party B, B and Party C and jointly or severally with Party A, and perform the obligations under this Agreement and other contractsagreements, and refrain from any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has the Pledgors have any residual rights to right over the equity interest under this Agreement, under the Equity Pledgors’ Share Pledge Agreement of Party B executed by the Parties hereto, or under the Power of Attorney (granted with Party A as the beneficiary) signed by and between , the parties hereto, Party B Pledgors shall not exercise such rights right unless instructed to do so by Party A in writing.

Undertakings. ​ 2.1 Undertakings Concerning of Party B or Party C ​ Party B (B, as a shareholder of Party C) , and Party C hereby jointly and severally undertake that:: ​ 2.1.1 Without prior written consent of Party A, no supplement, change or amendment may be made to the Articles of Association as well as rules and regulations of Party C’s articles of association or internal rules will not be supplemented, nor may changed or amended in any increase or decrease of form, Party C’s registered capital will not be increased or any other change reduced, Party C’s capital structure will not be otherwise changed, and no action will be taken that will result in Party C’s registered division, dissolution or change in the corporate form. Party B undertakes and ensures that, if Party B increases its capital structure may be effected in any other way whatsoever;contribution to Party C and subscribes for Party C’s equity with prior written consent of Party A, Party A will have the right to purchase the equity corresponding to such increased capital contribution; ​ 2.1.2 They shall maintain the Party C’s existence of their respective companies, operate their business prudently and effectively, and handle their affairs will be maintained in accordance with good financial and commercial standards and practices;, Party C's business and affairs will be operated and handled prudently and effectively, and Party C will be caused to perform its obligations under the Business Cooperation Agreement and to obtain or hold all necessary qualification certificates, licenses and filing documents; ​ 2.1.3 Without prior written consent by of Party A, no equity, assets, legal or beneficial interest relating to legitimate rights and interests of Party C’s 's assets (including tangible or intangible assets), business or income may will be sold, transferred, mortgaged, pledged mortgaged or otherwise disposed ofof at any time, nor may any encumbrance of any security interest and no Security Interest will be allowed permitted to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A;created on any of the foregoing since the date of this Agreement; ​ 2.1.4 Without prior written consent of Party A, no liabilities may Party C will not be incurreddissolved or liquidated, inheritedunless it is so required by Chinese Laws. Party B irrevocably undertakes that, guaranteed in case a legal liquidation set forth in Article 3.6 hereof occurs and to the extent permitted by Chinese Laws at that time, it will fully pay or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed caused to be paid to Party A or its Designated Person any remaining value collected by it on a non two-way payment basis, and have obtained written consent from Party A;A or its Designated Person will obtain the residual value free of charge or at the lowest price permitted by the Chinese Laws at that time. If such payment is not permitted by Chinese Laws, Party B undertakes to take custody of such payment for the benefit of Party A and cooperate with Party A to execute a funds custody agreement or any other legal documents; ​ 2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions and the value of the assets thereof; 2.1.6 Without the prior written consent of Party A, Party C shall not be compelled to sign incur, inherit, guarantee or assume any major contractdebt, except for where (i) the contract is entered into debts incurred in the normal ordinary course of business rather than payables incurred by a loan; and (for ii) the purposes debts that have been disclosed to and consented to Party A in writing; ​ 2.1.6 Party C’s business activities will be carried out in the ordinary course of this Paragraph, if business to maintain the value of Party C’s assets, and no act/omission will be performed that may adversely affect Party C's business status and asset value. In addition, Party A's board of directors will have the right to supervise Party C's assets and evaluate whether Party A has control over Party C's assets. If Party A's board of directors believes that Party C's business activities affect the value of Party C's assets, or affect Party A's control over Party C's assets, Party A will have the right to hire a contract exceeds RMB100,000 Yuan, it shall be regarded as a major contract).legal counsel or any other professional to handle such issues; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C will not be caused to offer execute any major contract, except for the contracts executed in the ordinary course of business and the contracts executed between Party C and the direct or indirect overseas parent company of Party A or any subsidiary directly or indirectly controlled by Party A. For the purpose of this paragraph, a contract with the value of more than RMB 1 million shall be deemed as a “major contract”; ​ 2.1.8 Without prior written consent of Party A, Party C will not be caused to provide any person with any loan, creditfinancial assistance or any form of guarantee such as or mortgage, pledge, and no third party will be permitted to create any form of guarantee such as mortgage or warranty to any person;pledge on Party C’s assets or equity, except for contracts executed in the ordinary course of business; ​ 2.1.8 At 2.1.9 Within 10 days after the end of each quarter or at the request of Party A, they will provide and at any other time, Party A will be provided with all information concerning the about Party C's operation and financial status of status; ​ 2.1.10 Party C will purchase and maintain insurance related to Party C; 2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party C’s 's assets and business from an insurance company approved by Party A, and the value A. The amount and type of insurance will be the insurance shall be consistent with same as or have the insurance purchased same effect as that normally insured by companies that operate business operating similar to that of Party Cbusinesses and owning similar properties or assets in China; 2.1.10 2.1.11 Without the prior written consent of Party A, Party C shall will not be caused or allowed permitted to merge conduct any merger, partnership, joint venture or associate association with any other partyperson, or purchase acquisition of or invest investment in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A;person; ​ ​ 2.1.12 Party A shall will be promptly immediately notified of any litigation, arbitration or administrative proceeding proceedings that occurs have occurred or may be related to occur concerning the assets, business or income of Party C;, and all necessary measures will be taken at the reasonable request of Party A, and no settlement will be reached with respect to such proceedings unless Party A gives prior written consent; ​ 2.1.13 In order to To maintain the ownership by Party C’s ownership C of all of its assets, they shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions and make file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;; ​ 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and dividends to its shareholders in any form; however. Nevertheless, upon at the written request by of Party A, Party C shall promptly will immediately distribute all available profits, and dividends distributable profits to its shareholders, and require and cause all shareholders to comply with the provisions of Article 2.2.6 hereof; 2.1.15 At the request of Party A, they shall it will appoint any the person designated by Party A to serve as Party C’s a director, supervisor or other company administrator who are subject to appointment and dismissal by and/or senior officer of Party B; 2.1.16 They shall promptly inform Party A of C, and/or remove any event that may have significant adverse effects on the existencecurrent director, business operation, financial position, assets or goodwill supervisor and/or senior officer of Party C, and timely take perform all measures approved by procedures of resolutions and filing in connection therewith. Party A will have the right to eliminate require Party B and Party C to replace the said persons; ​ 2.1.16 In case any shareholder of Party C or Party C fails to perform its tax obligations under the applicable Chinese Laws, which hinders Party A's exercise of the Options, Party A will have the right to require Party C or such unfavorable events shareholder to perform the tax obligations, or take effective remedial measuresrequire Party C or such shareholder to pay the tax to Party A and Party A will pay the tax to the tax authority on their behalf; and 2.1.17 In response With respect to any request that the undertakings of Party A makes at any timeC under this Article 2.1, Party B and Party C shall transfer the Purchased Assets will cause Party C's subsidiaries to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement.abide by such undertakings as appropriate. ​ 2.2 Further Undertakings of Party B ​ Party B hereby irrevocably undertakes that:: ​ 2.2.1 Without prior written consent of Party A, Party B shall will not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in the equity of Party C’s equity that Party B holdsC held by it, or permit the encumbrance of the property right creation of any security interest thereonor other Security Interests on such equity, except for the pledge created on such equity under the Equity Interest Pledge Agreement of Party BAgreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve engage in any sale, transfer, mortgage, pledge business activities or have any other disposal of any legitimate or beneficial interests of behavior that may adversely affect Party C’s equity owned reputation; ​ 2.2.3 Party B will take all measures to ensure the legality and validity of all qualification certificates related to Party C’s primary business, and renew them upon expiration in a timely manner according to law; 2.2.4 Party B will not execute any document or make any commitment that has a conflict of interest with any agreement or other legal documents that is executed and being performed by Party C or Party A and its Designated Person. Party B which is will not supported cause any conflict of interest between Party B and Party A and its shareholders by any act or omission. If such conflict of interest arises (Party A ​ shall have the right to unilaterally decide whether such conflict of interest arises), Party B will take measures to eliminate it as soon as possible with the consent of Party A or its Designated Person. If Party B refuses to take measures to eliminate the conflict of interest, Party A will have the right to exercise the Options hereunder; ​ 2.2.5 Without prior written consent of Party A, Party B will not directly or indirectly participate in or engage in any business that is or may be competitive with the business of Party A and Party C and its controlled subsidiaries, or hold any interest in or hold any asset of any entity that engages in the business that is or may be competitive with the business of Party C and its controlled subsidiaries (unless the interest it holds in such entity is no more than 5% interests). Party A shall have the right to finally determine whether Party B falls or may fall under any of the above circumstances; ​ 2.2.6 Party B will not require Party C to approve any encumbrance make dividends or other forms of profit distribution on such benefitsthe equity of Party C held by it, except for and will not put forward a proposal related to it to the pledge shareholders’ meeting, or vote in favor of such equity under resolutions of the Equity Pledge Agreement of shareholders’ meeting. In any case, if Party BB receives any income, profit distribution or dividend from Party C, Party B will waive its right to receive such income, profit distribution or dividend to the extent permitted by Chinese Laws, and immediately pay or transfer to Party A or its Designated Person after receiving such income, profit distribution or dividend; 2.2.3 2.2.7 Party B shall will cause the Shareholders’ Meeting or Board Meeting shareholders' meeting and/or the board of directors of Party C not to approve the merger sale, transfer, mortgage or association other disposal of any legal or beneficial interest in the equity of Party C with held by it or to permit the creation of any party security interest or other Security Interest on such equity without the prior written consent of Party A, and except for the pledge created such equity under the Equity Interest Pledge Agreement; 2.2.8 Party B will cause the shareholders’ meeting and/or the board of directors of Party C not to purchase approve Party C’s merger, partnership, joint venture or invest association with any person, or Party C’s acquisition of or investment in any partyperson, or be acquired Party C’s division, amendment of its articles of association, change of its registered capital or invested in by any partycorporate form without prior written consent of Party A; 2.2.4 2.2.9 Party B shall promptly will immediately notify Party A of any litigation, arbitration or administrative proceeding proceedings that occurs have occurred or may occur in connection concerning the equity of Party C held by it and take all necessary measures at the reasonable request of Party A, and it will not reach a settlement with the respect to such proceedings unless it obtains prior written consent from Party C’s equity or assets owned by Party BA; 2.2.5 2.2.10 Party B shall will cause the shareholders' meeting and/or the board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve in favor of the transfer of the Purchased Equity or and/or the Purchased Assets under this Agreement specified herein and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request be required by Party A, Party B shall appoint any person designated by ; 2.2.11 At the request of Party A to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and/or Party C will immediately and unconditionally transfer to Party A and/or the Designees the equity of Party C owned held by it and/or the assets of Party BC to Party A or the Designated Person in accordance with the Options hereunder, and Party B hereby waives the preemptive its right of first refusal (if any) in connection with over the equity transfer transferred by other shareholders of Party C; and; 2.2.9 2.2.12 Party B shall will strictly abide by the terms and conditions provisions of this Agreement and any other contracts signed executed by Party B, B with Party C and/or Party A (including but not ​ limited to the Equity Interest Pledge Agreement and Party Athe Business Cooperation Agreement) and perform its obligations hereunder and thereunder, and will not perform the obligations under this Agreement and other contracts, and refrain from any act/omission which may that will affect the validity, their effectiveness and enforceability of such contractsenforceability. If Party B has enjoys any residual rights to over the equity under this Agreement, or the Equity Interest Pledge Agreement of Party B Agreement, or the any Power of Attorney (with delegating right to Party A as the beneficiary) signed by and between the parties heretoand/or its Designated Person, Party B shall will not exercise such rights unless it is instructed to do so by Party A in writing.; ​ 2.2.13 If, prior to the dissolution of Party C, Party A (or its Designated Person) has already paid the equity purchase price to Party B, but relevant procedures for the and commercial registration of change have not been completed, Party B will, on or after the dissolution of Party C, promptly and fully deliver the remaining property that it receives due to the ownership of the equity of Party C to Party A (or its Designated Person) for free. In such case, Party B will not claim any rights on the distribution of the remaining property (unless it is instructed to do so by Party A); ​ 2.2.14 Party A will timely perform its tax obligations under applicable Chinese Laws to ensure that Party A can effectively exercise the Options; ​ 2.2.15 Party B agrees to execute an irrevocable Power of Attorney delegating all of its rights as a shareholder of Party C to Party A (or its Designated Person); and 2.2.16 Party B will ensure that Party C validly exists and will not be terminated, liquidated or dissolved. ​

Undertakings. 2.1 Undertakings Concerning of Party B and Party C Party B (as a shareholder the shareholders of Party C) and Party C hereby jointly and severally undertake that: 2.1.1 Without prior written consent of Party A, no supplement, change or amendment may be made to the Articles of Association as well as rules and regulations of Party C, nor may any increase or decrease of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoever; 2.1.2 They shall maintain the existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial standards and practices; 2.1.3 Without prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurred, inherited, guaranteed or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed to Party A and have obtained written consent from Party A; 2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions and the value of the assets thereof; 2.1.6 Without the prior written consent of Party A, they will not supplement, modify or amend the articles of association and internal regulations of Party C in any form, increase or decrease its registered capital, change its registered capital structure in any other manner, or take any action of dividing or dissolving Party C’s company or changing its form; 2.1.2 In accordance with good financial and commercial standards and practice, they will maintain the existence of Party C, prudently and effectively operate its business and handle its affairs, and procure Party C to perform its obligations under the Business Cooperation Agreement; 2.1.3 Without the prior written consent of Party A, from the date of execution hereof, they shall not sell, transfer, mortgage or otherwise dispose of legal rights and interests in any assets (including tangible assets or intangible assets, excluding assets within RMB 1 million as required in the normal business operations), business or income, or cause any Security Interest or other encumbrance to be placed on the same; 2.1.4 Unless required by the PRC Laws, Party C shall not be compelled dissolved or liquidated without the written consent of Party A; after the statutory liquidation set forth in Article 3.6 hereof, Party B irrevocably undertakes, subject to sign the provisions and requirements of the PRC Laws in force at that time, Party B shall pay Party A or the Designee all proceeds of the distribution of surplus assets received arising from the shares of Party C held by Party B or facilitate such payment. Where such payment is not allowed in accordance with the PRC Laws in force at that time, Party B undertakes to trust such payment for Party A in the form of trusteeship, and to cooperate with Party A in signing the trusteeship agreement or other relevant legal documents; 2.1.5 Party C shall not incur, inherit, guarantee or permit the existence of any major contractdebts without the prior written consent of Party A, except for where other than (i) the contract is entered into debts incurred in the normal course of business but not through loans; and (for ii) the purposes debts that have been disclosed to and consented in writing by Party A; 2.1.6 They will conduct all of this ParagraphParty C’s business in the normal course of business to maintain Party C’s asset value, if and will not engage in any act/omission that may have adverse effect on the state of operation and asset value of Party C; and Party A will have the right to supervise Party C’s assets and assess whether it has the right to control Party C’s assets. If Party A determines that Party C’s operational activity affects the value of its assets or Party A’s control of Party C’s assets, Party A shall engage a contract exceeds RMB100,000 Yuan, it legal adviser or other professionals to handle such issue and Party B and Party C shall be regarded as a major contract).take any necessary action to cooperate in such handling; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer execute any major contract other than those executed in the course of normal business and those executed between Party C and Party A, its direct or indirect overseas parent company or subsidiaries directly or indirectly controlled by Party A’s overseas parent company (hereinafter referred to as “Party A’s Affiliates”) (in this paragraph, a contract shall be deemed as a major contract if the value of such contract exceeds XXX 0 million); 2.1.8 Without the prior written consent of Party A, they shall not cause Party C to provide any form of guarantee such as loan, credit, guarantee financial aid or warranty mortgage or pledge to any person, or to permit a third party to create any Security Interest in their assets or equity; 2.1.8 2.1.9 Within 60 business days after the end of each financial year (hereinafter referred to as “the Previous Financial Year”) or at the request of Party A, they shall provide Party A with the audited consolidated financial statements of Party C for the Previous Financial Year and other information on the operating results and financial position of Party C; 2.1.10 At the request of Party A, they will provide Party A with all information concerning C shall procure and maintain insurance on the operation assets and financial status business of Party CC from the insurer recognized by Party A. The amount and type of such insurance shall be the same or have the same effect as the amount and type of insurance normally maintained by a company operating similar business and owning similar property or assets in China; 2.1.9 In response to 2.1.11 Without the prior written consent of Party A’s request, they shall purchase necessary insurance for not cause or permit Party C to enter into merger, partnership, joint venture or alliance with or acquire or invest in any person; 2.1.12 They shall immediately notify Party A of any ongoing or potential lawsuit, arbitration or administrative procedures relating to Party C’s assets assets, business or revenues, and business from an insurance company approved take all necessary actions reasonably requested by Party A, and shall not settle such procedures without the value and type of the insurance shall be consistent with the insurance purchased by companies that operate business similar to that prior written consent of Party CA; 2.1.10 2.1.13 They shall execute all documents, take all actions and file all complaints or defend all claims necessary or appropriate to maintain Party C’s ownership of all of its assets; 2.1.14 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C; 2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and pay dividends to its shareholders in any form; however, but upon the written request by of Party A, Party C shall promptly immediately distribute all available profits, and dividends distributable profits to its shareholdersshareholders and require and cause the shareholders to comply with Article 2.2.5 hereof; 2.1.15 At They shall, at the request of Party A, they shall appoint any person a party designated by Party A to serve act as the directors, supervisors and/or senior management officers of Party C and/or remove the directors, supervisors and/or senior management officers of Party C from office and perform all relevant resolutions and filing procedures; Party A shall have the right to require Party B and Party C to replace the above-mentioned personnel; 2.1.16 If the failure by any of Party C’s directorshareholders or Party C to perform its tax obligations under any applicable PRC Laws prevents Party A from exercising its Call Options, supervisor Party A shall have the right to request Party C or other company administrator its shareholder to perform such tax obligations, or request Party C or its shareholder to pay such tax amount to Party A who are subject to appointment and dismissal by Party Bwill make the payment on its behalf; 2.1.16 2.1.17 Party B and Party C shall, in respect of the undertakings applicable to Party C under this Article 2.1, cause the subsidiaries of Party C to comply with such undertakings as if they were parties to this Agreement; and 2.1.18 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request ensure that Party A makes at any time, Party C shall transfer the Purchased Assets all qualification certificates relating to Party A C’s main business are legal, valid and renewed on time in accordance with the law; any and all government permission, licenses, authorizations and approvals necessary for Party C’s business to be changed and/or increased as a result of changes in the Designees promptly and unconditionally according to provisions of the Exclusive Option to Purchase Assets under competent governmental authorities shall be changed and/or obtained in accordance with the requirements of the applicable laws during the term of this Agreement. 2.2 Further Undertakings of Party B Party B hereby irrevocably undertakes that: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge mortgage or otherwise dispose of any legal or beneficial interest interests in its equity interests in Party C’s equity that Party B holds, C or permit create any Security Interest or other encumbrance on the encumbrance them from the effective date of the property right of any security interest thereonthis agreement, except for the pledge under created on the equity interests in Party C pursuant to the Equity Pledge Agreement of Party BAgreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve engage in any sale, transfer, mortgage, pledge business or any other disposal of any legitimate or beneficial interests of action which will have adverse impact on Party C’s equity owned reputation; 2.2.3 Party B shall not execute any documents or make any relevant undertakings which are in conflict with any agreements and other legal documents that are executed and being performed by Party C or Party A and its Designee; Party B which is shall not supported by cause any conflict of interest between Party B and Party A as well as its shareholders through any act or omission. In case of any such conflict of interest (Party A shall have the right to decide unilaterally whether such conflict of interest arises), Party B shall take measures in a timely manner to eliminate it as soon as possible with the consent of Party A or the Designee. If Party B refuses to take measures to eliminate the conflict of interest, Party A shall be entitled to exercise its Call Options hereunder; 2.2.4 Without the prior written consent of Party A, Party B shall not, in any way, directly or indirectly participate in or engage in any business that is or may be competitive with the business of Party A, Party A’s Affiliates, Party C and not Party C’s controlled subsidiaries, or hold the rights and interests in, or assets of, the relevant entities whose business is or may be competitive with the business of Party A, Party A’s Affiliates, Party C and Party C’s controlled subsidiaries (except that Party B has no more than 5% of the rights and interests in such relevant entities, or that such relevant entities are controlled by Party A and Party A’s Affiliates, or other cases approved by Party A), and Party A shall have the right to approve any encumbrance on such benefits, except for decide whether the pledge of such equity under the Equity Pledge Agreement of above circumstances exist or may exist to Party B; 2.2.3 2.2.5 Unless requested by Party A in writing, Party B shall not require Party C to grant bonus or conduct other profit distribution with respect to Party B’s equity interests in Party C, or make any proposal of the shareholders’ meeting related thereto, vote in favour of such resolution or make a decision related thereto (as the case may be). In any case, if Party B receives any of Party C’s gains, profit distribution or bonus, to the extent permitted by the PRC Laws, Party B shall waive the receipt thereof, and immediately pay or transfer such gains, profit distribution or bonus to Party A or the Designee; 2.2.6 Party B shall cause the Shareholdersshareholders’ Meeting meeting or Board Meeting shareholder of Party C (as the case may be) and/or the board of directors or the executive director of Party C (as the case may be) not to approve the merger sale, transfer, mortgage, creating any Security Interest over or association otherwise disposal of any legal or beneficial interests in its equity interests in Party C with any party C, without the prior written consent of Party A, and not except for the pledge created on the equity interests in Party C pursuant to purchase or invest in any party, or be acquired or invested in by any partythe Equity Pledge Agreement; 2.2.4 2.2.7 Party B shall promptly cause the shareholders’ meeting or shareholder of Party C (as the case may be) and/or the board of directors or the executive director of Party C (as the case may be) not to approve Party C’s merger, partnership, joint venture or alliance with any person, or acquisition or investment in any person, Party C’s division, amendment to the articles of association of Party C, change to its registered capital or company form, without the prior written consent of Party A; 2.2.8 Party B shall immediately notify Party A of any litigationongoing or potential lawsuit, arbitration or administrative proceeding that occurs or may occur procedures relating to its equity interests in connection with the Party C’s equity or assets owned , and take all necessary actions reasonably requested by Party BA, and shall not settle such procedures without the prior written consent of Party A; 2.2.5 2.2.9 Party B shall cause the shareholders’ meeting or shareholder of Party C’s Shareholders’ Meeting C (as the case may be) and/or the board of directors or Board Meeting the executive director of Party C (as the case may be) to vote on and approve for the transfer of the Purchased Equity or Interests and/or Purchased Assets under this Agreement provided herein and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claimsrequest; 2.2.7 2.2.10 Upon request by Party A, Party B shall appoint any person designated requested by Party A from time to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and/or Party C shall immediately and unconditionally transfer its equity interests in and/or assets of Party C to Party A and/or or its Designee pursuant to the Designees the equity of Party C owned by Party BCall Options hereunder, and Party B hereby waives its right of first refusal with respect to the preemptive right (if any) in connection with transfer of equity transfer interests by other shareholders of Party C; andC (if any); 2.2.9 2.2.11 Party B shall strictly abide by comply with the terms and conditions provisions of this Agreement and other contracts signed agreements jointly and severally executed by Party B, Party C and Party A, including but not limited to the Equity Pledge Agreement and the Business Cooperation Agreement, perform the its obligations under this Agreement and such other contractsagreements, and refrain from shall not engage in any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has any residual rights remaining right to the equity interests under this Agreement or the Equity Pledge Agreement or the power of attorney granted in favor or Party A, it shall not exercise such right unless instructed by Party A in writing; 2.2.12 If Party A (or its Designee) has paid Party B the Purchase Price of the equity interests but the relevant changes of industrial and commercial registration have not been completed prior to dissolution of Party C, upon or after the dissolution of Party C, Party B shall timely and gratuitously deliver to Party A (or the Power Designee) all of Attorney (with the proceeds of the remaining property distribution it receives by the reason of holding Party A as the beneficiary) signed by and between the parties heretoC’s equity interests. In this case, Party B shall not make any claim for the proceeds of the remaining property distribution, except for the exercise such rights unless as instructed to do so by Party A; 2.2.13 Party B shall promptly fulfill their tax obligations under the applicable PRC Laws to ensure the smooth exercise of the Call Options by Party A; 2.2.14 Party B agrees to execute an irrevocable power of attorney granting all rights of Party B as the shareholder of Party C to Party A or the Designee, who may exercise voting rights on all matters required to be discussed at the shareholders’ meeting or decided by the shareholders (as the case may be) and resolved, and make and sign resolutions, minutes and other relevant documents, including but not limited to, appointing and electing directors, supervisors, and other officers to be appointed and removed by shareholders or the board of shareholders; disposing of the assets of the company; and amending the articles of association; taking over or managing Party C’s business, or dissolving or liquidating Party C and forming a liquidation group on behalf of the shareholders and exercising the functions and powers of the liquidation group in writingthe liquidation period in accordance with the law; and 2.2.15 Party B shall ensure that Party C will be validly existing, not be terminated, liquidated or dissolved (except with the prior written consent of Party A).

Undertakings. 2.1 Undertakings Concerning related to Party C Party B The Pledgors (as a shareholder the shareholders of Party C) and Party C hereby undertake that: 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practicespractices by prudently and effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereofvalues; 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C; 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or allow Party C shall not be caused to combine or allowed to merge or associate with any other partyperson, or purchase to acquire or invest in any party person, or to be acquired by or invested in by receive investments from any partyperson; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without Without the prior written consent of Party A; 2.1.12 Party A , they shall be promptly notified of any litigationnot liquidate, arbitration dissolve, or administrative proceeding that occurs or may be related to the assets, business or income of deregister Party C; 2.1.13 In order 2.1.12 They shall immediately notify Party A of any actual or possible litigation, arbitration, or administrative proceedings related to maintain Party C’s ownership of all of its assets, they business, or revenues; 2.1.13 They shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or raise necessary and or appropriate defenses against all claimsclaims to maintain Party C’s ownership in all the assets of Party C; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will shall not distribute profits and distributable profits, capital bonuses, or dividends to its shareholders in any formmanner; provided, however, upon written request that once requested by Party AA in writing, Party C shall promptly immediately distribute all available distributable profits, and capital bonuses, or dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as the director or supervisor of Party C’s director, supervisor or other company administrator who are subject to appointment officer appointed and dismissal dismissed by Party Bthe Pledgors; 2.1.16 They shall promptly inform Party A of any event conditions that may have significant cause material adverse effects on the existence, business operation, financial positionconditions, assets assets, or goodwill of Party C, and timely shall promptly take all measures approved by acceptable to Party A to eliminate such unfavorable events adverse conditions or to take effective remedial measuresremedy measures with respect thereto; and 2.1.17 In response to any At the request that of Party A makes at any time, Party C shall immediately and unconditionally transfer the Purchased Optioned Assets to Party A and/or the Designees promptly and unconditionally Designee according to the Exclusive Assets Purchase Option to Purchase Assets under this Agreementhereunder. 2.2 Undertakings of Party B Party B the Pledgors The Pledgors hereby undertakes undertake that: 2.2.1 Without the prior written consent of Party A, Party B the Pledgors shall not sell, transfer, mortgage, pledge pledge, or otherwise dispose of any legal or beneficial interest interests they held in the equity interests in Party C’s equity that Party B holds, or permit allow the encumbrance of the property right thereon of any security interest thereoninterest, except for the pledge under Equity imposed on the equity interests in accordance with the Pledgors’ Share Pledge Agreement of Party BAgreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B Pledgors shall cause the Shareholdersshareholders’ Meeting or Board Meeting meeting and/or board of directors of Party C not to approve the merger or association of Party C with any party to, without the prior written consent of Party A, and grant its approval for selling, transferring, mortgaging, pledging, or otherwise disposing of any legal or beneficial interests held by the Pledgors in the equity interests in Party C, or allowing the encumbrance thereon of any security interest, except for the pledge imposed on the equity interests in accordance with the Pledgors’ Share Pledge Agreement; 2.2.3 the Pledgors shall cause the shareholders’ meeting or board of directors of Party C not to purchase to, without the prior written consent of Party A, grant its approval for combining or invest merging with any person, for acquiring or investing in any partyperson, or be for being acquired by or invested in by receiving investments from any partyperson; 2.2.4 Party B the Pledgors shall promptly immediately notify Party A of any actual or possible litigation, arbitration arbitration, or administrative proceeding that occurs or may occur in connection proceedings with the respect to Party C’s equity interests or assets owned by Party Bthe Pledgors; 2.2.5 Party B the Pledgors shall cause the shareholders’ meeting or board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve for their approval with respect to the transfer of the Purchased Equity Optioned Shares or Purchased Optioned Assets under set forth in this Agreement Agreement, and take any and all other actions acts that may be requested by Party A may require.A; 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B Pledgors shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or conduct raise necessary and or appropriate defenses against any and all claimsclaims to maintain their ownership in the equity interests of Party C; 2.2.7 Upon At the request by of Party A, Party B the Pledgors shall appoint any person designated by Party A to serve as a board the director of Party C; 2.2.8 In response to any At the request that of Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly Pledgors shall immediately and unconditionally transfer all the equity interests they held in Party C to Party A and/or the Designees Designee of Equity according to the equity of Party C owned by Party BShare Purchase Option hereunder, and Party B the Pledgors hereby waives the preemptive waive their right of first refusal (if any) in connection with equity over the transfer of shares made by other shareholders of Party C; and 2.2.9 Party B The Pledgors shall strictly abide by the terms and conditions provisions of this Agreement and other contracts signed agreements executed by Party B, B and Party C and jointly or severally with Party A, and perform the obligations under this Agreement and other contractsagreements, and refrain from any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has the Pledgors have any residual rights to right over the equity interest under this Agreement, under the Equity Pledgors’ Share Pledge Agreement of Party B executed by the Parties hereto, or under the Power of Attorney (granted with Party A as the beneficiary) signed by and between , the parties hereto, Party B Pledgors shall not exercise such rights right unless instructed to do so by Party A in writing.

Undertakings. ​ 2.1 Undertakings Concerning related to Party C ​ Party B (as a shareholder the shareholders of Party C) and Party C hereby undertake that:: ​ 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practices;practices by prudently and effectively operating its business and handling its affairs; ​ 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; ​ 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereof;values; ​ 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; ​ 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C; 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or allow Party C shall not be caused to combine or allowed to merge or associate with any other partyperson, or purchase to acquire or invest in any party person, or to be acquired by or invested in by receive investments from any party;person; ​ 2.1.11 Party C shall not be liquidated, dissolved or cancelled without Without the prior written consent of Party A; 2.1.12 Party A , they shall be promptly notified of any litigationnot liquidate, arbitration dissolve, or administrative proceeding that occurs or may be related to the assets, business or income of deregister Party C; 2.1.13 In order 2.1.12 They shall immediately notify Party A of any actual or possible litigation, arbitration, or administrative proceedings related to maintain Party C’s ownership of all of its assets, they business, or revenues; 2.1.13 They shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or raise necessary and or appropriate defenses against all claimsclaims to maintain Party C’s ownership in all the assets of Party C; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will shall not distribute profits and distributable profits, capital bonuses, or dividends to its shareholders in any formmanner; provided, however, upon written request that once requested by Party AA in writing, Party C shall promptly immediately distribute all available distributable profits, and capital bonuses, or dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as the director or supervisor of Party C’s director, supervisor or other company administrator who are subject to appointment officer appointed and dismissal dismissed by Party B; 2.1.16 They shall promptly inform Party A of any event conditions that may have significant cause material adverse effects on the existence, business operation, financial positionconditions, assets assets, or goodwill of Party C, and timely shall promptly take all measures approved by acceptable to Party A to eliminate such unfavorable events adverse conditions or to take effective remedial measuresremedy measures with respect thereto; and 2.1.17 In response to any At the request that of Party A makes at any time, Party C shall immediately and unconditionally transfer the Purchased Optioned Assets to Party A and/or the Designees promptly and unconditionally Designee according to the Exclusive Assets Purchase Option to Purchase Assets under this Agreement.hereunder. ​ 2.2 Undertakings of Party B ​ Party B hereby undertakes undertake that:: ​ ​ 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge pledge, or otherwise dispose of any legal or beneficial interest interests they held in the equity interests in Party C’s equity that Party B holds, or permit allow the encumbrance of the property right thereon of any security interest thereoninterest, except for the pledge under Equity Pledge Agreement of imposed on the equity interests in accordance with Party B;’ Share Pledge Agreement; ​ 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholdersshareholders’ Meeting or Board Meeting meeting and/or board of directors of Party C not to approve the merger or association of Party C with any party to, without the prior written consent of Party A, and grant its approval for selling, transferring, mortgaging, pledging, or otherwise disposing of any legal or beneficial interests held by Party B in the equity interests in Party C, or allowing the encumbrance thereon of any security interest, except for the pledge imposed on the equity interests in accordance with Party B’ Share Pledge Agreement; ​ 2.2.3 Party B shall cause the shareholders’ meeting or board of directors of Party C not to purchase to, without the prior written consent of Party A, grant its approval for combining or invest merging with any person, for acquiring or investing in any partyperson, or be for being acquired by or invested in by receiving investments from any party;person; ​ 2.2.4 Party B shall promptly immediately notify Party A of any actual or possible litigation, arbitration arbitration, or administrative proceeding that occurs or may occur in connection proceedings with the respect to Party C’s equity interests or assets owned by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve for their approval with respect to the transfer of the Purchased Equity Optioned Shares or Purchased Optioned Assets under set forth in this Agreement Agreement, and take any and all other actions acts that may be requested by Party A may require.A; 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or conduct raise necessary and or appropriate defenses against any and all claimsclaims to maintain their ownership in the equity interests of Party C; 2.2.7 Upon At the request by of Party A, Party B shall appoint any person designated by Party A to serve as a board the director of Party C; 2.2.8 In response to any At the request that of Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly shall immediately and unconditionally transfer all the equity interests they held in Party C to Party A and/or the Designees Designee of Equity according to the equity of Party C owned by Party BShare Purchase Option hereunder, and Party B hereby waives the preemptive waive their right of first refusal (if any) in connection with equity over the transfer of shares made by other shareholders of Party C; andand ​ 2.2.9 Party B shall strictly abide by the terms and conditions provisions of this Agreement and other contracts signed agreements executed by Party B, B and Party C and jointly or severally with Party A, and perform the ​ obligations under this Agreement and other contractsagreements, and refrain from any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has have any residual rights to right over the equity interest under the Equity this Agreement, under Party B’ Share Pledge Agreement of Party B executed by the Parties hereto, or under the Power of Attorney (granted with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights right unless instructed to do so by Party A in writing.. ​

Undertakings. ​ 2.1 Undertakings Concerning related to Party C ​ Party B (as a shareholder the shareholders of Party C) and Party C hereby undertake that:: ​ 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practices;practices by prudently and effectively operating its business and handling its affairs; ​ 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; ​ 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereof;values; ​ 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; ​ 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C; 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C; 2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without 2.1. 10Without the prior written consent of Party A, they shall ensure that not cause or allow Party C will not distribute profits and dividends to its shareholders in any form; however, upon written request by Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as Party C’s director, supervisor combine or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement. 2.2 Undertakings of Party B Party B hereby undertakes that: 2.2.1 Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C merge with any party without the prior written consent of Party Aperson, and not to purchase acquire or invest in any partyperson, or to be acquired by or invested in by any party; 2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B; 2.2.5 Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting to vote on and approve the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and unconditionally transfer to Party A and/or the Designees the equity of Party C owned by Party B, and Party B hereby waives the preemptive right (if any) in connection with equity transfer by other shareholders of Party C; and 2.2.9 Party B shall strictly abide by the terms and conditions of this Agreement and other contracts signed by Party B, Party C and Party A, and perform the obligations under this Agreement and other contracts, and refrain receive investments from any act/omission which may affect the validity, effectiveness and enforceability of such contracts. If Party B has any residual rights to the equity under the Equity Pledge Agreement of Party B or the Power of Attorney (with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights unless instructed to do so by Party A in writing.person;

Undertakings. 2.1 Undertakings Concerning Party C Party B (as a shareholder of Party C) and ’s undertakings Party C hereby undertake thatundertakes as follows: 2.1.1 Without without the prior written consent of Party A, no Party C shall not supplement, change revise or amendment may be made to the Articles of Association as well as rules and regulations of modify Party C’s articles of association and bylaws in any manner, nor may any increase or decrease its registered capital, or otherwise change the structure of Party C’s its registered capital capital; make any division, dissolution or any other change in Party C’s registered capital structure may be effected in any other way whatsoeverits company form; 2.1.2 They Party C shall maintain the its existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practices, and prudently and effectively operate its business and handle its affairs, and perform its obligations under the Business Cooperation Agreement; 2.1.3 Without without the prior written consent by of Party A, no equityParty C shall not change its main business, conduct any business activities that may materially affect its assets, businesses, rights and operations; 2.1.4 without the prior written consent of Party A and at any time following the execution date of this Agreement, Party C shall not sell, transfer, mortgage or otherwise dispose of its legal interest in any assets (tangible or beneficial interest relating to Party C’s intangible assets), business or income may be soldrevenues of Party C with a value of more than RMB1 million (or any amount otherwise agreed by the Parties), transferred, mortgaged, pledged or otherwise disposed of, nor may allow any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest set thereon; 2.1.5 without the prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredParty C shall not dissolve or liquidate, inheritedexcept as required by the PRC laws; after statutory liquidation as described in Article 3.6, guaranteed Party B shall pay Party A in full any residual value received by it or permittedcause such payment to occur. If such payment is prohibited by the PRC laws, Party B will pay such income to Party A or ​ ​ the Designee(s) designated by Party A to the extent permitted by the PRC laws; 2.1.6 without the prior written consent of Party A, Party C shall not incur, inherit, guarantee or allow the existence of any debt, except for under the following circumstance: (i) where those incurred in the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities those that have been disclosed to Party A and have obtained written consent from approved in writing by Party A; 2.1.5 They 2.1.7 Party C shall ensure that always operate all the businesses in the ordinary course of business to maintain the asset value of Party C is conducted in and refrain from any action/omission that may adversely affect its operating condition and asset value. Party A’s board of directors has the normal course of business, in order right to maintain the value of supervise the assets of Party C, C and refrain from any act/omission evaluate whether it has control over the assets of Party C. If Party A’s board of directors considers that may affect Party C’s business conditions and activities affect the value of its assets or affect the assets thereofboard of directors’ control over Party C’s assets, Party A will engage a legal adviser or other professionals to handle such issues; 2.1.6 Without 2.1.8 without the prior written consent of Party A, Party C shall not be compelled to sign execute any major contractMaterial Contract, except for where the contract is entered into contracts executed in the normal ordinary course of business and contracts signed by Party C with the wholly-owned overseas parent company of Party A or subsidiaries directly or indirectly controlled by its wholly-owned overseas parent company (for the purposes of this Paragraphparagraph, if the value of a contract exceeds RMB100,000 Yuan, it “Material Contract” shall be regarded as a major contract). 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty refer to any person; 2.1.8 At contract with a total price exceeding RMB1 million (or any amount otherwise agreed by the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party CParties)); 2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party C’s assets and business from an insurance company approved by Party A, and the value and type of the insurance shall be consistent with the insurance purchased by companies that operate business similar to that of Party C; 2.1.10 Without without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate provide any person with any other partysecurity in any form such as loan, financial aid or mortgage or pledge, or purchase allow a third party to mortgage or invest in any party pledge its assets or be acquired or invested in equity; 2.1.10 if requested by any partyParty A, Party C shall provide true and accurate materials and documents to Party A; 2.1.11 if requested by Party A, Party C shall not be liquidated, dissolved or cancelled provide all information regarding its operations and financial condition on a regular basis to Party A; 2.1.12 without the prior written consent of Party A, Party C shall not revise or alter the accounting policy previously adopted, nor shall it appoint or replace its auditor; 2.1.12 2.1.13 without the prior written consent of Party A, Party C shall not merge into, partner with, consolidate with, acquire or invest in any person; 2.1.14 without the prior written consent of Party A, Party C shall not carry out any enterprise restructuring activities; ​ 2.1.15 Party C shall immediately notify Party A shall be promptly notified of any litigation, arbitration arbitration, or administrative proceeding proceedings arising or that occurs or may be related are likely to the arise with respect to Party C’s assets, business business, or income of revenues, and take all necessary measures as reasonably required by Party CA; 2.1.13 In order 2.1.16 to maintain Party C’s ownership of all of its assets, they Party C shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and dividends to its shareholders in any form; however, upon written request by Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as Party C’s director, supervisor or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement. 2.2 Undertakings of Party B Party B hereby undertakes that: 2.2.1 Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C with any party without the prior written consent of Party A, and Party C shall not to purchase or invest in any partymanner distribute dividends to its shareholders, or be acquired or invested in by any partyprovided that upon Party A’s request, it shall immediately distribute all distributable profits to its shareholders; 2.2.4 2.1.18 without the prior written consent of Party B A, Party C shall promptly notify Party A not directly or indirectly dispose of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with dilute the Party C’s equity or assets owned by Party Binterests of its subsidiaries and branches; 2.2.5 Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting to vote on and approve the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request 2.1.19 if requested by Party A, Party B C shall appoint any person a party designated by Party A to serve act as a board director of Party C; 2.2.8 In response to any request that Party A makes at any timedirector, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and unconditionally transfer to Party A supervisor and/or the Designees the equity senior officer of Party C owned by and/or remove any director, supervisor and/or senior officer of Party B, C from office and execute all relevant resolutions and filing procedures. Party A has the right to request Party B and Party B hereby waives C to replace the preemptive right above-mentioned personnel; 2.1.20 subject to other provisions hereof (including but not limited to Articles 5.2 and 12.1), if any) in connection with equity transfer by other shareholders Party A’s exercise of the Option is impeded due to the failure of any shareholder of Party CC or Party C to fulfill its tax obligations under applicable laws, Party A has the right to require Party C or its shareholder to perform such tax obligation, or require Party C or its shareholder to pay such tax to Party A, which will pay such tax on its behalf; and 2.2.9 2.1.21 with respect to the undertakings applicable to Party B shall strictly abide by the terms and conditions of C under this Agreement and other contracts signed by Party BArticle 2.1, Party C and shall cause its subsidiaries to comply with such undertakings where applicable, as if such subsidiaries were Party A, and perform the obligations under this Agreement and other contracts, and refrain from any act/omission which may affect the validity, effectiveness and enforceability of such contracts. If Party B has any residual rights to the equity C under the Equity Pledge Agreement of Party B or the Power of Attorney (with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights unless instructed to do so by Party A in writingrelevant terms.

Undertakings. ​ 2.1 Undertakings Concerning related to Party C ​ Party B (as a shareholder the shareholders of Party C) and Party C hereby undertake that:: ​ 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practices;practices by prudently and effectively operating its business and handling its affairs; ​ 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; ​ 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereof;values; ​ 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; ​ 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C;; ​ ​ 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or allow Party C shall not be caused to combine or allowed to merge or associate with any other partyperson, or purchase to acquire or invest in any party person, or to be acquired by or invested in by receive investments from any party;person; ​ 2.1.11 Party C shall not be liquidated, dissolved or cancelled without Without the prior written consent of Party A; 2.1.12 Party A , they shall be promptly notified of any litigationnot liquidate, arbitration dissolve, or administrative proceeding that occurs or may be related to the assets, business or income of deregister Party C; 2.1.13 In order 2.1.12 They shall immediately notify Party A of any actual or possible litigation, arbitration, or administrative proceedings related to maintain Party C’s ownership of all of its assets, they business, or revenues; 2.1.13 They shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or raise necessary and or appropriate defenses against all claimsclaims to maintain Party C’s ownership in all the assets of Party C; 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C will shall not distribute profits and distributable profits, capital bonuses, or dividends to its shareholders in any formmanner; provided, however, upon written request that once requested by Party AA in writing, Party C shall promptly immediately distribute all available distributable profits, and capital bonuses, or dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as the director or supervisor of Party C’s director, supervisor or other company administrator who are subject to appointment officer appointed and dismissal dismissed by Party B; 2.1.16 They shall promptly inform Party A of any event conditions that may have significant cause material adverse effects on the existence, business operation, financial positionconditions, assets assets, or goodwill of Party C, and timely shall promptly take all measures approved by acceptable to Party A to eliminate such unfavorable events adverse conditions or to take effective remedial measuresremedy measures with respect thereto; and 2.1.17 In response to any At the request that of Party A makes at any time, Party C shall immediately and unconditionally transfer the Purchased Optioned Assets to Party A and/or the Designees promptly and unconditionally Designee according to the Exclusive Assets Purchase Option to Purchase Assets under this Agreement.hereunder. ​ 2.2 Undertakings of Party B ​ Party B hereby undertakes undertake that:: ​ ​ ​ 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge pledge, or otherwise dispose of any legal or beneficial interest interests they held in the equity interests in Party C’s equity that Party B holds, or permit allow the encumbrance of the property right thereon of any security interest thereoninterest, except for the pledge under Equity Pledge Agreement of imposed on the equity interests in accordance with Party B;’ Share Pledge Agreement; ​ 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholdersshareholders’ Meeting or Board Meeting meeting and/or board of directors of Party C not to approve the merger or association of Party C with any party to, without the prior written consent of Party A, and grant its approval for selling, transferring, mortgaging, pledging, or otherwise disposing of any legal or beneficial interests held by Party B in the equity interests in Party C, or allowing the encumbrance thereon of any security interest, except for the pledge imposed on the equity interests in accordance with Party B’ Share Pledge Agreement; ​ 2.2.3 Party B shall cause the shareholders’ meeting or board of directors of Party C not to purchase to, without the prior written consent of Party A, grant its approval for combining or invest merging with any person, for acquiring or investing in any partyperson, or be for being acquired by or invested in by receiving investments from any party;person; ​ 2.2.4 Party B shall promptly immediately notify Party A of any actual or possible litigation, arbitration arbitration, or administrative proceeding that occurs or may occur in connection proceedings with the respect to Party C’s equity interests or assets owned by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve for their approval with respect to the transfer of the Purchased Equity Optioned Shares or Purchased Optioned Assets under set forth in this Agreement Agreement, and take any and all other actions acts that may be requested by Party A may require.A; 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign execute all necessary or appropriate documents, take all necessary or appropriate actions actions, and make file all necessary or appropriate complaints claims or conduct raise necessary and or appropriate defenses against any and all claimsclaims to maintain their ownership in the equity interests of Party C; 2.2.7 Upon At the request by of Party A, Party B shall appoint any person designated by Party A to serve as a board the director of Party C; 2.2.8 In response to any At the request that of Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly shall immediately and unconditionally transfer all the equity interests they held in Party C to Party A and/or the Designees Designee of Equity according to the equity of Party C owned by Party BShare Purchase Option hereunder, and Party B hereby waives the preemptive waive their right of first refusal (if any) in connection with equity over the transfer of shares made by other shareholders of Party C; andand ​ 2.2.9 Party B shall strictly abide by the terms and conditions provisions of this Agreement and other contracts signed agreements executed by Party B, B and Party C and jointly or severally with Party A, and perform the ​ ​ obligations under this Agreement and other contractsagreements, and refrain from any act/omission which that may affect the validity, effectiveness validity and enforceability of such contractsthereof. If Party B has have any residual rights to right over the equity interest under the Equity this Agreement, under Party B’ Share Pledge Agreement of Party B executed by the Parties hereto, or under the Power of Attorney (granted with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights right unless instructed to do so by Party A in writing.. ​

Undertakings. ​ 2.1 Undertakings Concerning related to Party C ​ Party B (as a shareholder the shareholders of Party C) and Party C hereby undertake that:: ​ 2.1.1 Without the prior written consent of Party A, no they shall not in any manner supplement, change change, or amendment may be made to amend the Articles articles of Association as well as rules association and regulations bylaws of Party C, nor may any increase or decrease its registered capital, or otherwise change its structure of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoevercapital; 2.1.2 They shall maintain the Party C’s corporate existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial business standards and practices;practices by prudently and effectively operating its business and handling its affairs; ​ 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not at any time following the date hereof, inheritedsell, guaranteed transfer, mortgage, pledge, or permittedotherwise dispose of any shares, assets, or the legal or beneficial interests in the business or revenues of Party C, or allow the imposition of any security interests thereon; ​ 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee, or allow the existence of any debts except for under the following circumstance: (i) where debts incurred during the liabilities arise from ordinary course normal business operation instead of business other than through loansborrowing, and (ii) where the liabilities debts that have been disclosed to Party A and have obtained written consent from agreed by Party AA in writing; 2.1.5 They shall ensure that to operate all business the businesses of Party C is conducted as in the normal course of business, in order business operation to maintain the value of the assets values of Party C, and refrain from any act/omission that may affect Party C’s business operating conditions and the value of the assets thereof;values; ​ 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign execute any major contract, material agreement except for where the contract is entered into agreements executed in the normal course of business operation (for the purposes purpose of this Paragraphparagraph, if the an agreement with a value of a contract exceeds RMB100,000 Yuan, it exceeding RMB 100,000 shall be regarded deemed as a major contractmaterial agreement).; ​ 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loanprovide loans, creditcredits, guarantee guarantee, or warranty assurance to any person; 2.1.8 At the request of Party A, they will shall provide Party A with all information concerning the operation materials with respect to the operating and financial status conditions of Party C; 2.1.9 In response to If requested by Party A’s request, they shall purchase necessary and maintain insurance for covering Party C’s assets and business from an insurance company approved insurer consented by Party A, and A with the value amount and type of the insurance shall be consistent coverage matching with the insurance purchased by companies that operate business operating ​ ​ similar to that of Party C;businesses; ​ 2.1.10 Without the prior written consent of Party A, Party C shall not be caused or allowed to merge or associate with any other party, or purchase or invest in any party or be acquired or invested in by any party; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without the prior written consent of Party A; 2.1.12 Party A shall be promptly notified of any litigation, arbitration or administrative proceeding that occurs or may be related to the assets, business or income of Party C; 2.1.13 In order to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without 2.1. 10Without the prior written consent of Party A, they shall ensure that not cause or allow Party C will not distribute profits and dividends to its shareholders in any form; however, upon written request by Party A, Party C shall promptly distribute all available profits, and dividends to its shareholders; 2.1.15 At the request of Party A, they shall appoint any person designated by Party A to serve as Party C’s director, supervisor combine or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill of Party C, and timely take all measures approved by Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement. 2.2 Undertakings of Party B Party B hereby undertakes that: 2.2.1 Without prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge or otherwise dispose of any legal or beneficial interest in Party C’s equity that Party B holds, or permit the encumbrance of the property right of any security interest thereon, except for the pledge under Equity Pledge Agreement of Party B; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting of Party C not to approve the merger or association of Party C merge with any party without the prior written consent of Party Aperson, and not to purchase acquire or invest in any partyperson, or to be acquired by or invested in by any party; 2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding that occurs or may occur in connection with the Party C’s equity or assets owned by Party B; 2.2.5 Party B shall cause Party C’s Shareholders’ Meeting or Board Meeting to vote on and approve the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that Party A may require. 2.2.6 For the purpose of maintaining its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party C; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly and unconditionally transfer to Party A and/or the Designees the equity of Party C owned by Party B, and Party B hereby waives the preemptive right (if any) in connection with equity transfer by other shareholders of Party C; and 2.2.9 Party B shall strictly abide by the terms and conditions of this Agreement and other contracts signed by Party B, Party C and Party A, and perform the obligations under this Agreement and other contracts, and refrain receive investments from any act/omission which may affect the validity, effectiveness and enforceability of such contracts. If Party B has any residual rights to the equity under the Equity Pledge Agreement of Party B or the Power of Attorney (with Party A as the beneficiary) signed by and between the parties hereto, Party B shall not exercise such rights unless instructed to do so by Party A in writing.person;

Undertakings. 2.1 Undertakings Concerning concerning Party C Party B (as a shareholder of Party C) and Party C hereby undertake that: 2.1.1 Without the prior written consent of Party A, no they shall not supplement, change alter or amendment may be made to modify the Articles articles of Association as well as association or rules and regulations of Party CC in any form, nor may any increase or decrease of Party C’s its registered capital, or otherwise change its registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoeverstructure; 2.1.2 They shall maintain the existence of their respective companiesviability, operate conduct their business prudently and effectively, businesses and handle their affairs prudently and efficiently in accordance with good sound financial and commercial business standards and practices; 2.1.3 Without the prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A; 2.1.4 Without prior consent of Party A, no liabilities may be incurredthey shall not, inheritedat any time starting from the date of execution of this Agreement, guaranteed sell, transfer, mortgage or permittedotherwise dispose of the legal or beneficial interests of any major asset, business or revenue of Party C, or allow to create any security interests thereon; 2.1.4 Without the prior written consent of Party A, they shall not incur, assume, guarantee or permit the existence of any liability, except for under the following circumstance: (i) where the liabilities arise from arising in the normal or ordinary course of business other than through loans, and by borrowing money; (ii) where the liabilities that have been disclosed to Party A and have obtained written consent from approved in writing by Party A; 2.1.5 They shall ensure that operate all business the businesses of Party C is conducted in the normal ordinary course of business, in order business to maintain the asset value of the assets of Party C, and refrain from shall not perform any act/action or omission that may affect Party C’s business conditions its operating status and the value of the assets thereofasset value; 2.1.6 Without the prior written consent of Party A, they shall not cause Party C shall not be compelled to sign any major contract, except for where the contract is entered into other than those executed in the normal ordinary course of business (for the purposes purpose of this Paragraphparagraph, if the value of a contract exceeds RMB100,000 YuanXXX 000 xxxxxxxx, it xx shall be regarded deemed as a major contract).; 2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer provide any loan, credit, guarantee loan or warranty to credit of any kind for any person; 2.1.8 At They shall provide all the request information concerning the operations and financial position of Party C to the Party A upon its request; 2.1.9 When required by Party A, they will provide Party A with all information concerning shall purchase and maintain insurance for the operation assets and financial status businesses of Party C; 2.1.9 In response C with the insurance company acceptable to Party A’s request, they shall purchase necessary insurance for Party C’s assets and business from an insurance company approved by Party A, and with the value amount and type of coverage being the insurance shall same as would be consistent with the insurance purchased by companies that operate business operating similar to that of Party Cbusinesses; 2.1.10 Without the prior written consent of Party A, they shall not cause or allow Party C shall not be caused or allowed to merge or associate be consolidated with any other partyperson, or purchase acquire or invest in any party or be acquired or invested in by any partyperson; 2.1.11 Party C shall not be liquidated, dissolved or cancelled without Without the prior written consent of Party A, they shall not liquidate, dissolve, or cancel the registration of Party C, unless under the mandatory requirements of Chinese laws; In the event of such liquidation, Party B shall pay to Party A in full any residual value collected by it on a non-two-way payment basis, or cause such payment to occur. If such payment is prohibited by Chinese laws, Party B will pay such liquidation distribution to Party A or one or more persons it designates as permitted by Chinese laws; 2.1.12 They shall promptly notify Party A shall be promptly notified of any litigation, arbitration or administrative proceeding proceedings that occurs have occurred or may be related occur with respect to the assets, business or income revenue of Party C; 2.1.13 In order They shall execute all necessary or proper documents, take all necessary or proper actions, and file all necessary or proper complaints or defend all necessary and proper claims to maintain Party C’s ownership of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or necessary and appropriate defenses against all claims; 2.1.14 Without the consent of Party A, Party B shall not grant any option or similar rights to any third party in any form during the term of this Agreement; 2.1.15 Without the prior written consent of Party A, they shall ensure that Party C will not distribute profits and pay dividends in any form to its shareholders in any form; howevershareholders. However, upon written at the request by of Party A, Party C shall promptly immediately distribute all available profits, and dividends of its distributable profits to its shareholders;; and 2.1.15 At the request of Party A, they 2.1.16 They shall appoint any person designated by Party A to serve as Party C’s director, supervisor or other company administrator who are subject to appointment and dismissal by Party B; 2.1.16 They shall promptly inform Party A of any event that may have significant adverse effects on the existence, business operation, financial position, assets or goodwill a director of Party C, and timely take all measures approved by C at the request of Party A to eliminate such unfavorable events or take effective remedial measures; and 2.1.17 In response to any request that Party A makes at any time, Party C shall transfer the Purchased Assets to Party A and/or the Designees promptly and unconditionally according to the Exclusive Option to Purchase Assets under this Agreement.A. 2.2 Undertakings of Party B Party B hereby undertakes that: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage, pledge mortgage or otherwise dispose of any of its legal or beneficial interest interests in the equity of Party C’s equity that Party B holds, C or permit permits the creation of any encumbrance of the property right of any security interest thereon, except for the pledge under created according to Party B’s Equity Pledge Agreement of Party BAgreement; 2.2.2 Party B shall ensure that the Shareholders’ Meeting and/or the Board Meeting of Party C will not approve any sale, transfer, mortgage, pledge or any other disposal of any legitimate or beneficial interests of Party C’s equity owned by Party B which is not supported by prior written consent of Party A, and not to approve any encumbrance on such benefits, except for the pledge of such equity under the Equity Pledge Agreement of Party B; 2.2.3 Party B shall cause the Shareholders’ Meeting or Board Meeting general meeting and/or directors of Party C not to approve the merger sales, transfer, mortgage or association other disposal of any of its legal or beneficial interests in the equity of Party C with or the creation of any party encumbrance of security interest thereon without the prior written consent of Party A, and except for the pledge created according to Party B’s Equity Pledge Agreement; 2.2.3 Party B shall cause the general meeting and/or directors of Party C not to purchase approve Party C’s merger or invest consolidation with any person, or its acquisition of or investment in any party, or be acquired or invested in by any partyperson without the prior written consent of Party A; 2.2.4 Party B shall promptly notify Party A of any litigation, arbitration or administrative proceeding proceedings that occurs have occurred or may occur in connection with respect to the equity of Party C’s equity or assets owned by Party BC it owns; 2.2.5 Party B shall cause the general meeting or the board of directors of Party C’s Shareholders’ Meeting or Board Meeting C to vote on and approve in favor of the transfer of the Purchased Equity or Purchased Assets under this Agreement and take any and all other actions that at the request of Party A may require.A; 2.2.6 For the purpose of maintaining Party B shall execute all necessary or proper documents, take all necessary or proper actions, and file all necessary or proper complaints or defend all necessary and proper claims to maintain its ownership of Party C’s equity, Party B shall sign all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate complaints or conduct necessary and appropriate defenses against any and all claims; 2.2.7 Upon request by Party A, Party B shall appoint any person designated by Party A to serve as a board director of Party CC at the request of Party A; 2.2.8 In response to any request that Party A makes at any time, Party B shall, on the basis of the Exclusive Option to Purchase Equity hereunder, promptly shall immediately and unconditionally transfer its equity in Party C to Party A and/or the Designees Designee according to the equity option under this Agreement at the request of Party C owned by Party B, and Party B hereby waives the preemptive right (if any) in connection with equity transfer by other shareholders of Party CA any time; and 2.2.9 Party B shall strictly abide by comply with the terms and conditions provisions of this Agreement and other contracts signed agreements entered into jointly or separately by Party B, Party C and Party A, and earnestly perform the all obligations under this Agreement and other contractssuch agreements, and refrain from shall not perform any act/action or omission which that may affect the validity, effectiveness validity and enforceability of such contractsagreements. If Party B has retains any residual rights to in respect of the equity Equity under this Agreement, the Equity Pledge Agreement entered into by the parties of Party B or this Agreement and the Power of Attorney (with granted in favor of Party A as the beneficiary) signed by and between the parties heretoA, Party B shall not exercise such rights unless instructed to do so directed in writing by Party A in writing.A.