Common use of VIE Agreements and Corporate Structure Clause in Contracts

VIE Agreements and Corporate Structure. 2.28.1. The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 2.28.2. Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the properties of the Company or any of the Subsidiaries is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among Beijing Burning Rock Biotech Limited (the subsidiaries“WFOE”), Burning Rock (Beijing) Biotechnology Co., Ltd. (the “VIE”) and the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 through 10.9 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure misleadingit misleading in any material respect. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the People’s Republic of China (the “PRC”), and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries WFOE, the VIE, or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject, except, in the cases of (B) and (C), for such conflict, breach, violation or default that would not reasonably be expected to have a Material Adverse Effect. A “Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), earnings, results of operations, business or prospects of the Company and its Subsidiaries and Consolidated Affiliated Entities, taken as a whole, or on the ability of the Company and its Subsidiaries and Consolidated Affiliated Entities to carry out their obligations under this Agreement and the Deposit Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.4 through 10.8 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtainedfor the government authorizations to be required for the Company to exercise the option granted under the Exclusive Call Option Agreement to purchase the equity interests in the Controlled Entities; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws and regulations of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (Ai) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (Ciii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders, the spouses of the shareholders of the Subsidiaries Controlled Entity that are is a variable interest entities entity (the “VIEsVIE”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 – 10.9 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental or regulatory agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws or regulations of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Controlled Entities or shareholders or spouses of the shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesControlled Entities, (B) any statute, rule, regulation or order of any governmental or regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject, except in the case of (B), where such breach, violation or default would not reasonably be expected to have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.4, 10.310.5, 10.6, 10.7 10.8 and 10.4] 10.9 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and to the best knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) Consolidated Affiliated Entities and the VIEsConsolidated Affiliated Entities, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.4 through 10.14 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and [, except as described in the Time of Sale Prospectus and the Prospectus,] constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, providedexcept for such withdrawal, however, that the exercise revocation or non-fulfilment of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall condition precedent as would not reasonably be subject expected to the applicable governmental authorizationshave a Material Adverse Effect. [Except as disclosed described otherwise in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus], the corporate structure of the Company comply as described in the Time of Sale Prospectus and the Prospectus under the caption “Corporate History and Structure” complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or shareholders or sponsors of the VIEs Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. The (iii) [Except as described in the Time of Sale Prospectus and the Prospectus], the execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject, except in the case of (B) and (C), where such conflict, breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect. Each [Except as described in the Time of Sale Prospectus and the Prospectus], each VIE Agreement is in full force and effect and and, to the best knowledge of the Company, none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and and, to the best knowledge of the Company, no such termination or non-renewal has been been, to the Company’s knowledge, threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsConsolidated Affiliated Entities, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs Consolidated Affiliated Entities to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entity that are is a variable interest entities entity (the “VIEsVIE”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.4, 10.310.5, 10.6, 10.7 and 10.4] 10.8 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental or regulatory agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws or regulations of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Controlled Entities or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesControlled Entities, (B) any statute, rule, regulation or order of any governmental or regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject, except in the case of (B), where such breach, violation or default would not reasonably be expected to have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.5, 10.310.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12 and 10.4] 10.13 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the General Disclosure Package and the Final Prospectus. (ii) Except as disclosed in the Registration Statement, the Pricing Disclosure Package Final Prospectus and the Prospectus. 2.28.2. Each General Disclosure Package, each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No Except as disclosed in the Registration Statement, the Final Prospectus and the General Disclosure Package, no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required other than those already obtained for the performance of the obligations under any VIE Agreement by the parties thereto, thereto except such as have been obtainedthat the transfer of equity interest contemplated by the Exclusive Option Agreements will require registration of the transfer with the competent governmental authorities; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Final Prospectus and the ProspectusGeneral Disclosure Package, (A) the corporate structure of the Company comply as set forth in the Final Prospectus has been in compliance with all current applicable laws and regulations of the PRC, and (B) neither the corporate structure as set forth in the Final Prospectus nor the VIE Agreements violate, breach, contravene or otherwise conflict with any current applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and and, to the best knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any applicable jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiariesHongen Perfect Future (Tianjin) Investment Co., Ltd., the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) VIE and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.4, 10.310.5, 10.6, 10.7, 10.8 and 10.4] 10.9 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No further consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental or regulatory agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtainedthat the transfer of equity interest contemplated by the Exclusive Call Option Agreement will require registration of the transfer with the competent governmental authorities and the foreclosure of the pledge under the Equity Interest Pledge Agreement in relation to the VIE; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Controlled Entities or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (AI) the constitutive or organizational documents of the Company or any of the SubsidiariesControlled Entities, (BII) any statute, rule, regulation or order of any governmental or regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) III), any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject, except that such execution, delivery and performance result in the imposition of an equity interest pledge under the equity interest pledge agreement in relation to our VIE. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be be, as set forth in Schedule C hereto (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement, except, in the case of (B) or (C), where such breach, violation or default would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities taken as a whole (“Material Adverse Effect”). None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.4, 10.310.5, 10.6, 10.7, and 10.4] 10.8 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement, except, in the case of (B) or (C), where such breach, violation or default would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities taken as a whole (“Material Adverse Effect”). None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiaries, the shareholders of the Subsidiaries that are variable interest entities Beijing Goxus International Management Consulting Ltd (“VIEsWFOE”), Goxus (Beijing) Creative and Cultural Co. Ltd. (“Goxus BJ”) and the VIEs, as the case may be Goxus BJ’s shareholders (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions caption “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 through 10.7 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure misleadingit misleading in any material respect. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs the Controlled Entities taken as a whole, whole which has not been previously disclosed or made available to the Underwriters Underwriter and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have already been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the corporate structure of the Company comply complies with all applicable PRC laws and regulations of the PRCregulations, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Controlled Entities or shareholders of the VIEs Controlled Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. The (iii) To the Company’s knowledge, the execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (Ai) the constitutive or organizational documents of the Company or any of the SubsidiariesControlled Entities, (Bii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (Ciii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject, except, in the case of (iii), where such conflict, breach, violation or default would not reasonably be expected to result in a Material Adverse Change. Each To the Company’s knowledge, each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None To the Company’s knowledge, none of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries that are variable interest entities (“VIEs”) Affiliated Entities and the VIEsAffiliated Entities, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.4 through 10.8 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders or sponsors of the VIEs Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or or, except as described in the Time of Sale Prospectus and the Prospectus, result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Affiliated Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsAffiliated Entities, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs Affiliated Entities to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. i The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) VIE and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.8, 10.310.9, 10.10, 10.11, 10.12, 10.13, 10.14 and 10.4] 10.15 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. ii Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtainedthat the transfer of equity interest contemplated by the Exclusive Option Agreement will require registration of the transfer with the competent governmental authorities; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIE or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. iii The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIE pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIE, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIE or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIE is a party or by which the Company or any of the Subsidiaries subsidiaries and VIE is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIE is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement, except, in the case of (B) or (C), where such breach, violation or default would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities taken as a whole (“Material Adverse Effect”). None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) Affiliated Entities and the VIEsAffiliated Entities, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, 4.6 through 4.23 and 10.4] Exhibits 4.28 through 4.41 to the Registration Statement Annual Report, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtainedalready obtained or disclosed in the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the PRCPRC and the Philippines, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRCPRC and the Philippines. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the VIEs Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. The (C) Except as described in the Time of Sale Prospectus and the Prospectus, the execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Affiliated Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsAffiliated Entities, through its rights to authorize the shareholders of the VIEs Affiliated Entities to exercise their voting rights. No Affiliated Entity outside of the PRC has any business operations, nor is it the intention of the Company that such entity will in the future have any business operations or acquire or receive any additional assets.

VIE Agreements and Corporate Structure. 2.28.1. i The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) VIE and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2[10.8, 10.310.9, 10.10, 10.11, 10.12, 10.13, 10.14 and 10.410.15] to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. ii Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtainedthat the transfer of equity interest contemplated by the Exclusive Option Agreement will require registration of the transfer with the competent governmental authorities; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIE or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. iii The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIE pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIE, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIE or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIE is a party or by which the Company or any of the Subsidiaries subsidiaries and VIE is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIE is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement, except, in the case of (B) or (C), where such breach, violation or default would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities taken as a whole (“Material Adverse Effect”). None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among Beijing Burning Rock Biotech Limited (the subsidiaries“WFOE”), Burning Rock (Beijing) Biotechnology Co., Ltd. (the “VIE”) and the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus Company’s Annual Report on Form 20-F under the captions “Corporate Item 4. Information on the Company—A. History and StructureDevelopment of the Company” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” [and filed as Exhibits 10.24.3 through 4.9 thereto, 10.3, and 10.4] to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure misleadingit misleading in any material respect. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters Cowen and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the People’s Republic of China (the “PRC”), and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries WFOE, the VIE, or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject, except, in the cases of (B) and (C), for such conflict, breach, violation or default that would not reasonably be expected to have a Material Adverse Change. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. (iv) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders of the Subsidiaries that are variable interest entities Viable Interest Entity (“VIEs”identified on Schedule III-B hereto) and the VIEs, as the case may be Viable Interest Entity (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 through 10.18 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have already been obtained, and except for the government authorizations to be required for the Company to exercise the option granted under the Exclusive Call Option Agreement to purchase the equity and/or investment interests in the Affiliated Entities; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the VIEs Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and and, to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or or, result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Affiliated Entities is subject, except, in the case of (C), where such conflict, breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsAffiliated Entities, through its rights to authorize the shareholders of the VIEs Affiliated Entities to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.1 to 10.18 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries Controlled Entities that are is a variable interest entities entity (“VIEsVIE”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] exhibits to the Registration Statement is true and accurate in all material respects and nothing material has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required required, other than those that have already been obtained and as described in the General Disclosure Package and the Final Prospectus, for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries its subsidiaries and VIE or shareholders or sponsors of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries its subsidiaries and VIE pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIE, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries its subsidiaries and VIE or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. (iv) Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.5 to 10.8 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs the Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required required, other than those already obtained, for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There To the best knowledge of the Company after due inquiry, there is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders or sponsors of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (A) the constitutive constitutional or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None To the best knowledge of the Company after due inquiry, none of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. i. The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) VIE and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2[10.13, 10.310.14, 10.15, 10.16, 10.17, 10.18 and 10.410.19] to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2ii. Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required other than those already obtained for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Controlled Entities, or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3iii. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesControlled Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4iv. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE and its subsidiaries, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries Controlled Entities that are is a variable interest entities entity (“VIEsVIE”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] exhibits to the Registration Statement is true and accurate in all material respects and nothing material has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required required, for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those that have already obtained or as have been obtained; described in the General Disclosure Package, the Final Prospectus, and the VIE Agreements, and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries its subsidiaries and VIE or shareholders or sponsors of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries its subsidiaries and VIE pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIE, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries its subsidiaries and VIE or any of their properties, or any arbitration award, or (C) any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries its subsidiaries and VIE is a party or by which the Company or any of the Subsidiaries its subsidiaries and VIE is bound or to which any of the properties of the Company or any of the Subsidiaries its subsidiaries and VIE is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. (iv) Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) Consolidated Affiliated Entities and the VIEsConsolidated Affiliated Entities, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”, which consist of (i) the contractual arrangements through which Yunxuetang Information Technology (Jiangsu) Co., Ltd. controls Jiangsu Yunxuetang Network Technology Co., Ltd. and contractual arrangements through which Fenghe Enterprise Management Consulting (Shanghai) Co., Ltd. controls Shanghai China Europe International Culture Communication Co., Ltd. and Shanghai Fenghe Culture Communication Co., Ltd., respectively, before January 15, 2024 and (ii) the contractual arrangements through which Yunxuetang Information Technology (Jiangsu) Co., Ltd. controls Jiangsu Yunxuetang Network Technology Co., Ltd. after January 15, 2024), as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus under the captions “Corporate Our History and Corporate Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 through 10.13 to the Registration Statement is true Statement, did not contain and accurate in all will not contain, as amended or supplemented, if applicable, any untrue statement of a material respects and nothing has been omitted from such description which would fact or omit to state a material fact required to be stated therein or necessary to make the Company’s disclosure statements therein, in the light of the circumstances under which they were made, not misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each of the Consolidated Affiliated Entities and Subsidiaries entered into the VIE Agreement Agreements, and to the best of the Company’s knowledge, the shareholders of such Consolidated Affiliated Entities has been the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under the VIE agreements and has taken all necessary corporate actions to authorize the execution, delivery and performance of, and has duly authorized, executed and delivered by the parties thereto and each such agreement. Each VIE agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable against the Company, the Subsidiaries and the Consolidated Affiliated Entities, as applicable, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRCPRC currently in effect, and neither the corporate structure nor the VIE Agreements violate, breach, breach or contravene or otherwise conflict with any applicable laws of the PRCPRC currently in effect. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or shareholders of the VIEs Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is is, to the best knowledge of the Company, threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Consolidated Affiliated Entities currently in effect, (B) any statute, rule, regulation or order currently in effect of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration awardaward currently in effect, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument currently in effect to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsConsolidated Affiliated Entities, through its rights to authorize the shareholders of the VIEs Consolidated Affiliated Entities to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entity that are is a variable interest entities entity (the “VIEsVIE”) and the VIEsVIE, and the spouse consent letter, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.5, 10.310.6, 10.7, 10.8 and 10.4] 10.9 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs the VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws or regulations of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and the VIE or shareholders or spouses of the shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the best knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and the VIE pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and the VIE, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and the VIE or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and the VIE is a party or by which the Company or any of the Subsidiaries subsidiaries and the VIE is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and the VIE is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be be, as set forth in Schedule D hereto (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement, except, in the case of (B) or (C), where such breach, violation or default would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and the Controlled Entities taken as a whole (“Material Adverse Effect”). None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.24.5, 10.34.6, 4.7, 4.8, 4.9 and 10.4] 4.10 to the Registration Statement Annual Report is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and to the best knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiariessubsidiaries of the Company, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (the “VIEs”) and ), the shareholders, the sponsors of such VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [in the Registration Statement, the Time of Sale Prospectus and the Prospectus and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 through 10.29 to the Registration Statement Statement, is true fair and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Controlled Entities or shareholders or sponsors of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is is, to the Company’ s knowledge, threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesControlled Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been been, to the Company’s knowledge, threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize authorized by the shareholders or sponsors, as the case may be, of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] exhibits to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the General Disclosure Package and the Final Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries its subsidiaries and VIEs or shareholders or sponsors of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. The (iii) Except as otherwise disclosed in the General Disclosure Package and the Final Prospectus, the execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries its subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries its subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries its subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries its subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries its subsidiaries and VIEs is subject, except, in the case of (B) or (C), where each breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined herein). Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. (iv) Except as otherwise disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (a) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries Controlled Entities that are variable interest entities or schools (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.5 to 10.15 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters Underwriter and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (b) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries its subsidiaries and VIEs or shareholders or sponsors of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and and, to the best knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (c) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries its subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries its subsidiaries and VIEs or any of their properties, or any arbitration award, except as disclosed in the General Disclosure Package and the Final Prospectus, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries its subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries its subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries its subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and and, to the best knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (d) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entity that are is variable interest entities entity (“VIEsVIE”) and the VIEsVIE, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.5 to 10.8 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs the Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (B) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its termsterms subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and the VIE or shareholders or subsidiaries of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the best knowledge of the Company after due inquiry, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or or, except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities pursuant to (A) the constitutive constitutional or organizational documents of the Company or any of the SubsidiariesControlled Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries Controlled Entities is subject, except, in the case of clause (C) only, such breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE and its subsidiaries, through its rights to authorize the shareholders shareholders, of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders of the Subsidiaries that are variable interest entities (“VIEs”) Affiliated Entities and the VIEsAffiliated Entities, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package and the Time of Sale Prospectus under the captions “Corporate Our History and Corporate Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.3 through 10.7 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as described in the Time of Sale Prospectus and the Prospectus and that (i) the effectiveness of the equity pledge under the equity interest pledge agreement executed among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities is subject to the registration with the State Administration for Market Regulation or its local counterpart in the PRC; and (ii) the exercise of the call options under the exclusive option agreement executed among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities shall be approved, registered and/or filed by/with relevant government agencies, subject to any adjustment made to the PRC Law up to the date of such as have been obtainedexercise; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus, the corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the VIEs Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or or, except as described in the Time of Sale Prospectus and the Prospectus, result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Affiliated Entities, (B) any applicable statute, rule, regulation or order currently in effect of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or Company, any of the Subsidiaries and Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Affiliated Entities is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsAffiliated Entities, through its rights to authorize the shareholders of the VIEs Affiliated Entities to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements contracts among the subsidiariesSubsidiaries, the shareholders or the sponsors of the Subsidiaries that are variable interest entities (“VIEs”) Consolidated Affiliated Entities and the VIEsConsolidated Affiliated Entities, as the case may be (each, each a “VIE Agreement” and collectively, collectively the “VIE Agreements”) ), as set forth in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.1 through 10.6 to the Registration Statement Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries Subsidiaries and VIEs Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such other than those as have been obtaineddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the People’s Republic of China (the “PRC”), and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC, yet as disclosed in the Time of Sale Prospectus and the Prospectus, there are substantial uncertainties regarding the interpretation and application of current and future laws of the PRC governing the validity of the arrangement contemplated under the VIE Agreements. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or shareholders or sponsors of the VIEs Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the SubsidiariesSubsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject, except in the case of (B) and (C), where such conflict, breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect. However, as disclosed in the Time of Sale Prospectus and the Prospectus, there are substantial uncertainties regarding the interpretation and application of current and future laws of the PRC governing the validity of the arrangement contemplated under the VIE Agreements. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and and, to the Company’s knowledge, no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsConsolidated Affiliated Entities, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs Consolidated Affiliated Entities to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (1) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entity that are is a variable interest entities entity (“VIEsVIE”) and the VIEsVIE, as the case may be (each, a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.4, 10.310.5, 10.6, 10.7 and 10.4] to 10.8to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Prospectus . 2.28.2. (2) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIE or shareholders of the VIEs VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the best of the Company’s knowledge, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (3) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIE pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIE, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIE or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIE is a party or by which the Company or any of the Subsidiaries subsidiaries and VIE is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIE is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (4) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEsVIE, through its rights to authorize the shareholders of the VIEs VIE to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.210.5, 10.310.6, 10.7 and 10.4] 10.8 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtainedobtained ; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. (iv) Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (A) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders shareholders, the sponsors of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.2, 10.3, and 10.4] 10.5 to 10.9 to the Registration Statement is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs the Controlled Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. Each (B) Except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No , subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; no consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders or sponsors of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and to the Company’s knowledge, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (C) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries Controlled Entities, except as otherwise required under the VIE Agreements, pursuant to (A) the constitutive constitutional or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries Controlled Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries Controlled Entities is a party or by which the Company or any of the Subsidiaries Controlled Entities is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE AgreementAgreement other than circumstances disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and and, to the Company’s knowledge, no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (D) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders or sponsors, as the case may be, of the VIEs to exercise their voting rights.

VIE Agreements and Corporate Structure. 2.28.1. (i) The description of the corporate structure of the Company and each of the agreements among the subsidiaries, the shareholders of the Subsidiaries Controlled Entities that are variable interest entities (“VIEs”) and the VIEs, as the case may be (each, each a “VIE Agreement” and collectively, the “VIE Agreements”) as set forth in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” [and filed as Exhibits 10.24.5, 10.34.6, 4.7, 4.8, 4.9 and 10.4] 4.10 to the Registration Statement Annual Report is true and accurate in all material respects and nothing has been omitted from such description which would make the Company’s disclosure it misleading. There is no other material agreement, contract or other document relating to the corporate structure or the operation of the Company together with its subsidiaries and VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus. 2.28.2. (ii) Each VIE Agreement has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except such as have been obtained; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed, provided, however, that the exercise of the call options under the VIE Agreements and the foreclosure of the pledge under the VIE Agreements shall be subject to the applicable governmental authorizations. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The corporate structure of the Company comply with all applicable laws and regulations of the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries subsidiaries and VIEs or shareholders of the VIEs in any jurisdiction challenging the validity of any of the VIE Agreements, and to the best knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 2.28.3. (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries subsidiaries and VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiariessubsidiaries and VIEs, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries subsidiaries and VIEs or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries subsidiaries and VIEs is a party or by which the Company or any of the Subsidiaries subsidiaries and VIEs is bound or to which any of the properties of the Company or any of the Subsidiaries subsidiaries and VIEs is subject. Each VIE Agreement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the parties to any of the VIE Agreements has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto. 2.28.4. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the VIEs, through its rights to authorize the shareholders of the VIEs to exercise their voting rights.