Common use of VIE Agreements and Ownership Structure Clause in Contracts

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true and accurate and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (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 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 already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The corporate structure of the Company 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 Affiliated Entities 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. (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure of agreements under the Company caption “Corporate History and each of Structure” in the contracts Pricing Prospectus and the Prospectus by and among the SubsidiariesCompany’s subsidiaries, Controlled Entities that are variable interest entities (the “VIEs”), and the shareholders of the Affiliated Entities and the Affiliated Entitiessuch VIEs, as the case may be (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true fair and accurate in all material respects, and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document all material agreements relating to the Company’s corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not have been previously disclosed or made available so disclosed. Each party to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each any VIE Agreement has been duly the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has 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 in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability; (including any governmental agency or body or any courtB) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate structure of the Company 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 Company and Affiliated Entities or shareholders any of the Affiliated Controlled Entities which are parties to any of the VIE Agreements 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.; (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). Each VIE Agreement is in full force and effect (except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus) 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.; and (ivD) The Except as otherwise disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, VIEs through its rights to authorize the shareholders of the Affiliated Entities VIEs to exercise their respective voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Time of Sale Prospectus Supplement and SEC Reportsthe Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” and filed as Exhibits 10.3 through 10.7 to the Registration Statement, is true and accurate and nothing has been omitted from such description which would make it misleadingin all material respects. 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 Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports. (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 terms subject to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the disclosure in the Time of Sale Prospectus and similar laws of general applicability relating to or affecting creditors’ rights and general equity principlesthe 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 for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement ; and SEC Reports; 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. The corporate structure of the Company complies 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 PRCPRC subject to the disclosure in the Time of Sale Prospectus and the Prospectus. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the Affiliated Entities 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. (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 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 Subsidiaries 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 material 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, except, in the case of (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true and accurate and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (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 general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person 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 already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate structure of the Company 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 proceedingProceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the best knowledge of the Company, no such proceedingProceeding, inquiry or investigation is threatened in any jurisdiction. (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 Lien 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 Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among agreements under the Subsidiariescaption “Corporate Structure” in the Registration Statement, the shareholders Pricing Disclosure Package and the Prospectus, to which any of the Affiliated Entities and Company, Company’s VIEs (as defined in the Affiliated Entitiesregistration Statement) or their respective equity holders are a party (collectively, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), and of the Ownership Structure (as set forth in the Prospectus, Prospectus Supplement and SEC Reportsdefined below), is true fair and accurate in all material respects and nothing has been omitted from such description which would make it misleadingmisleading in any material respect. There is no other material agreement, contract or other document relating to the corporate structure Ownership Structure (as defined below) or the operation of the Company together with its Subsidiaries subsidiaries and Affiliated Entities variable interest 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 and the Prospectus. Each party to the VIE Agreements has the legal right, Prospectus Supplement power and SEC Reports. authority (iicorporate and other, as the case may be) Each to enter into and perform its respective obligations under the VIE Agreement Agreements and has been duly taken all necessary action to authorize the execution, delivery and performance of, and has authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability. (including any governmental agency or body or any courtii) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate ownership structure of the Company complies Company, its subsidiaries and the Company’s VIEs (the “Ownership Structure”) comply with all applicable laws and regulations of the PRCPRC laws, and neither the corporate structure Ownership Structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of PRC laws; neither 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 Affiliated Entities in any jurisdiction challenging the validity of any of Ownership Structure nor the VIE AgreementsAgreements have been challenged by any PRC governmental agency; and there are no legal, andarbitral, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before, or, to the best knowledge of the Company, no threatened or contemplated by any PRC governmental agency in respect of such proceeding, inquiry Ownership Structure or investigation is threatened in any jurisdictionVIE Agreements. (iii) The execution, execution and delivery and performance of each VIE Agreement by the parties thereto do not Company, its subsidiaries and the Company’s VIEs and their respective and the performance by the Company, its subsidiaries and the Company’s VIEs and their respective shareholders of their respective obligations under, each of the VIE Agreements and the consummation by the Company, its subsidiaries and the Company’s VIEs and their respective shareholders of the transactions contemplated therein will not not: (i) conflict with or result in a breach or violation of any of the terms and or provisions of or of, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets asset of the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Affiliated Entitiesto, (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, lease, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities is a party or by which the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities is bound or to which any of the properties or assets of the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities is subject; (ii) result in any violation of the provisions of the articles of association, business license or other constitutive documents of the Company or any of its subsidiaries or variable interest entities ; (iii) result in any breach or violation of or constitute a default under any PRC laws, rules or regulations; or (iv) result in any breach or violation of any arbitration award or judgment, order or decree of any court of the PRC, or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company or any of its subsidiaries or variable interest entities or any of its properties, except, in the case of (Bi) and (Civ), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect Effect. (as defined below). iv) (a) Each of the VIE Agreement Agreements 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 AgreementAgreements. 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. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction . Each of the management and policies VIE Agreements is in proper legal form under the laws of the Affiliated EntitiesPRC for the enforcement thereof against the Company, through its rights subsidiaries and the Company’s VIEs and their respective shareholders, as the case may be, in the PRC without further action by the Company, its subsidiaries and the Company’s VIEs or their respective shareholders; and (b) all governmental authorization required under the PRC laws, rules and regulations in connection with the Ownership Structure and the VIE Agreements have been granted, duly made or unconditionally obtained in writing and are in full force and effect, and (c) no such governmental authorization has been withdrawn or revoked or is subject to authorize any condition precedent which has not been fulfilled or performed; and to ensure the shareholders legality, validity, enforceability or admissibility in evidence of each of the Affiliated Entities to exercise their voting rightsVIE Agreements in the PRC, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC or that any stamp or similar tax be paid on or in respect of any of the VIE Agreements.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure of agreements under the Company caption “Corporate History and each of Structure” in the contracts Registration Statement, the Pricing Prospectus and the Prospectus by and among the SubsidiariesCompany’s subsidiaries, the Controlled Entities that are variable interest entities (the “VIEs”), and the shareholders of the Affiliated Entities and the Affiliated Entitiessuch VIEs, as the case may be (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true fair and accurate in all material respects, and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document all material agreements relating to the Company’s corporate structure or as required by the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed or made available applicable laws to the Underwriters and be disclosed in Prospectusthe Registration Statement, the Pricing Prospectus Supplement and SEC Reports. (ii) the Prospectus have been so disclosed. Each party to any VIE Agreement has been duly the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered by each such agreement. Except as disclosed in the parties thereto Registration Statement, the Pricing Prospectus and the Prospectus, each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability; (including any governmental agency or body or any courtB) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate structure of the Company 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 Company and Affiliated Entities or shareholders any of the Affiliated Controlled Entities which are parties to any of the VIE Agreements 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.; (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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, Except as disclosed in the case of (B) Registration Statement, the Pricing Prospectus and (C)the Prospectus, where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). Each 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.; (ivD) The 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 for those that have been obtained and the governmental authorizations for the equity transfer upon exercise of the exclusive purchase option under the VIE Agreement; 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; and (E) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, VIEs through its rights to authorize the shareholders of the Affiliated Entities VIEs to exercise their respective voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among agreements under the Subsidiariescaption “Corporate History and Structure” in the Registration Statement, the General Disclosure Package and the Final Prospectus, to which any of Huya Technology, Guangzhou Huya and the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be Guangzhou Huya is a party (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true and accurate in all material aspects and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document and all material agreements relating to the Company’s corporate structure or the operation have been so disclosed. Each party of the Company together with VIE Agreements has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its Subsidiaries respective obligations under the VIE Agreements and Affiliated Entities has taken as a wholeall necessary corporate action to authorize the execution, which delivery and performance of, and has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each VIE Agreement has been duly authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to except enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principlesor by equitable principles relating to enforceability. 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 already obtained or disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate . (ii) Except as disclosed in the General Disclosure Package, the ownership structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate ownership structure nor any of 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, Huya Technology, Guangzhou Huya and the Subsidiaries and Affiliated Entities or shareholders of the Affiliated Entities Guangzhou Huya 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.; (iii) The executionexecution and delivery by Huya Technology, delivery Guangzhou Huya and the shareholders of Guangzhou Huya of, and the performance by Huya Technology, Guangzhou Huya and the shareholders of Guangzhou Huya of their respective obligations under, each of the VIE Agreement Agreements and the consummation by Huya Technology, Guangzhou Huya and the parties thereto do not and shareholders of Guangzhou Huya of the transactions contemplated therein, will not not: (A) conflict with or result in a breach or violation of any of the terms and or provisions of 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 Subsidiaries 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, lease, loan agreement or other agreement or instrument to which the Company or any Company, Huya Technology, Guangzhou Huya and the shareholders of Guangzhou Huya, as the Subsidiaries and Affiliated Entities is case may be, are a party or by which the Company or any Company, Huya Technology, Guangzhou Huya and the shareholders of the Subsidiaries and Affiliated Entities is Guangzhou Huya are bound or to which any of the properties or assets of the Company Company, Huya Technology, Guangzhou Huya and the shareholders of Guangzhou Huya are subject; (B) result in any violation of the provisions of constitutive documents or business licenses of the Company, Huya Technology and Guangzhou Huya, as the case may be; or (C) result in any violation of any laws and regulations of the PRC or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company, Huya Technology, Guangzhou Huya and the shareholders of Guangzhou Huya or any of the Subsidiaries and Affiliated Entities is subject, except, in the case of their properties; (Biv) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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 is in proper legal form under the laws of the PRC for the enforcement thereof against Huya Technology, Guangzhou Huya and the shareholders of Guangzhou Huya, as the case may be, in the PRC without further action by Huya Technology, Guangzhou Huya and the shareholders of Guangzhou Huya, as the case may be; and to ensure the legality, validity, enforceability or received admissibility in evidence of each of the VIE Agreements in the PRC, it is not necessary that any communication regarding termination of, such document be filed or intention not to renew, recorded with any court or other authority in the PRC or that any stamp or similar tax be paid on or in respect of any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto.; and (ivv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated EntitiesGuangzhou Huya, through its rights to authorize as authorized by the shareholders of the Affiliated Entities Guangzhou Huya to exercise their voting rights.

VIE Agreements and Ownership Structure. (ia) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth under the captions “Item 4 Information of the Company - C. Organizational Structure” and “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions - Contractual Arrangements with our Variable Interest Entity and its Shareholders” in the Company’s Annual Report, incorporated by reference in the Registration Statement, the preliminary prospectus, the General Disclosure Package and the Prospectus, Prospectus Supplement and SEC Reportsfiled as Exhibits 10.3 through 10.7 to the Company’s Form F-1 filed with the Commission on October 20, 2017, incorporated by reference to the Company’s Annual Report, is true and accurate and nothing has been omitted from such description which would make it misleadingin all material respects. 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 Affiliated Entities 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 Prospectus, Prospectus Supplement and SEC Reports. (iib) 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 terms subject to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the disclosure in the General Disclosure Package and similar laws of general applicability relating to or affecting creditors’ rights and general equity principlesthe 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 for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the General Disclosure Package and the Prospectus, Prospectus Supplement ; and SEC Reports; 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. The corporate structure of the Company complies 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 PRCPRC subject to the disclosure in the General Disclosure Package and the Prospectus. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Affiliated Entities or shareholders of the Affiliated Entities 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. (iiic) 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 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 Subsidiaries 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, except, in the case of (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. (ivd) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Time of Sale Prospectus Supplement under the captions “Corporate History and SEC ReportsStructure” and “Related Party Transactions” and filed as Exhibits 10.[1] through 10.[10] to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make 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 Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports. (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 courtGovernmental Authority) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The Except as described in the Time of Sale Prospectus and the Prospectus, the corporate structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate ownership 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 Affiliated Entities 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. (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 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 Subsidiaries and Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Authority 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 (B) and (C), where such conflict, breach, violation or default would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below)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. . A “Material Adverse Effect” means a material adverse effect on the condition (iv) The Company possessesfinancial or otherwise), directly earnings, results of operations, business or indirectly, the power to direct or cause the direction prospects of the management Company and policies of the its Subsidiaries and Affiliated Entities, through its rights to authorize taken as a whole, or on the shareholders ability of the Company and its Subsidiaries and Affiliated Entities to exercise carry out their voting rightsobligations under this Agreement and the Deposit Agreement.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure agreements under the caption “Corporate History and Structure” in the Registration Statement, the Time of Sale Prospectus and the Company Prospectus by and each of the contracts among the SubsidiariesCompany’s Subsidiaries that are variable interest entities (the “VIEs”), and the shareholders of the Affiliated Entities and the Affiliated Entitiessuch VIEs, as the case may be (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), is fair and accurate in all material respects, and all material agreements relating to the Company’s corporate structure have been so disclosed. Except as set forth otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports, is true and accurate and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document relating party to the corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each any VIE Agreement has been duly the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered by each such agreement. Except as otherwise disclosed in the parties thereto Registration Statement, the Time of Sale Prospectus and the Prospectus, VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability; (including any governmental agency or body or any courtB) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate structure of the Company 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 Company and Affiliated Entities or shareholders any of the Affiliated Controlled Entities which are parties to any of the VIE Agreements in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the best knowledge of the CompanyCompany after due and careful inquiry, no such proceeding, inquiry or investigation is threatened in any jurisdiction. (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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, Except as otherwise disclosed in the case Registration Statement, the Time of (B) Sale Prospectus and (C)the Prospectus, where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. ; and (ivD) The Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, VIEs through its rights to authorize the shareholders of the Affiliated Entities VIEs to exercise their respective voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts various contractual arrangements among the Subsidiaries, the shareholders of the Affiliated Entities Entity and the Affiliated EntitiesEntity, as the case may be (each a “VIE Agreement,” and collectively the “VIE Agreements”), as set forth in the ProspectusPricing Disclosure Package, the Registration Statement and the Final Prospectus Supplement under the captions “Corporate Structure” and SEC Reports“Related Party Transactions” and filed as Exhibits 10.1 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 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 the Affiliated Entities Entity taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Pricing Disclosure Package, Registration Statement and the Final Prospectus, Prospectus Supplement and SEC Reports. (ii) Each Except as described in the Registration Statement, the Pricing 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 pursuant to its terms against the Company, the Subsidiaries and the Affiliated Entity, 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 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 already obtained or disclosed in the Pricing Disclosure Package, the Registration Statement and the Final Prospectus, Prospectus Supplement ; and SEC Reports; 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. The corporate structure of the Company complies with all applicable PRC laws and regulations of the PRCregulations, and neither the corporate structure of the Company nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of the PRCPRC laws. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and or the Affiliated Entities Entity or shareholders of the Affiliated Entities Entity in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the best knowledge of the Company, and no such proceeding, inquiry or investigation is threatened in any jurisdiction. (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 of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim Liens upon any property or assets of the Company or any of the Subsidiaries and or the Affiliated Entities Entity pursuant to (Ai) the constitutive or organizational documents of the Company or any of the Subsidiaries and or the Affiliated EntitiesEntity, (Bii) any existing statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, currently in effect having jurisdiction over the Company or any of the Subsidiaries and or the Affiliated Entities Entity 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 and or the Affiliated Entities is a party or by which the Company or any of the Subsidiaries and or the Affiliated Entities Entity is bound or to which any of the properties of the Company or any of the Subsidiaries and or the Affiliated Entities Entity is subject, except, in the case of (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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 Neither the Company nor the other 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 AgreementsAgreement, and no such termination or non-renewal has been threatened by any of the parties thereto. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated EntitiesEntity, through its rights to authorize the shareholders or sponsors, as the case may be, of the Affiliated Entities Entity to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description series of the corporate structure contractual agreements entered into between Beijing Secoo Trading Ltd. (“Beijing Secoo”) and Kutianxia (Beijing) Information Technology Ltd. (“Kutianxia”) and its legal shareholders, including Powers of the Company Attorney, an Exclusive Business Cooperation Agreement, Equity Pledge Agreements, Exclusive Option to Purchase Agreements, and each of the contracts among the Subsidiariesan Exclusive Option to Purchase Intellectual Properties Agreement (collectively, the shareholders of the Affiliated Entities “Beijing Secoo VIE Agreements”), and the Affiliated Entitiesseries of contractual agreements entered into between Beijing Wo Mai Wo Pai Auction Co., as Ltd. (“Beijing Auction”, and together with Beijing Secoo, the case may be “VIE”s) and Kutianxia and its legal shareholders, including Powers of Attorney, an Exclusive Business Cooperation Agreement, Equity Pledge Agreements, Exclusive Option to Purchase Agreements and Loan Agreements (each a collectively, the “Bejing Auction VIE Agreement” Agreements”, and collectively together with the Beijing Secoo VIE Agreements, the “VIE Agreements”), ) as set forth in the ProspectusTime of Sale Prospectus under the captions “Corporate History and Structure” and filed as Exhibits [10.5] through [10.16] to the Registration Statement, Prospectus Supplement and SEC Reports, is are true and accurate in all material respects and nothing has been omitted from such description which would make 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 Affiliated Entities consolidated affiliated entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports. ; (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 already obtained or disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports; 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. The Except as described in the Time of Sale Prospectus and the Prospectus, the corporate structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate ownership 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 Affiliated Entities consolidated affiliated entities or shareholders of the Affiliated Entities VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and, to the best Company’s knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. ; (iii) The 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 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 Affiliated Entities consolidated affiliated entities pursuant to (A) the constitutive constitutional or organizational documents of the Company or any of the Subsidiaries its subsidiaries and Affiliated Entitiesconsolidated 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 its subsidiaries and Affiliated Entities consolidated 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 its subsidiaries and Affiliated Entities consolidated affiliated entities is a party or by which the Company or any of the Subsidiaries its subsidiaries and Affiliated Entities consolidated affiliated entities is bound or to which any of the properties of the Company or any of the Subsidiaries its subsidiaries and Affiliated Entities consolidated affiliated entities is subject, except, in the case of (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below)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 to the Company’s knowledge, no such termination or non-renewal has been threatened by any of the parties thereto. ; (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entitiesconsolidated affiliated entities, through its rights to authorize the shareholders of the Affiliated Entities VIE to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Time of Sale Prospectus Supplement and SEC Reportsthe Prospectus under the captions “Corporate History and Structure” and “Related Party Transactions” and filed as Exhibits 10.5 through 10.20 to the Registration Statement, is true and accurate and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document relating to the corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports. (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 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 already obtained or disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate structure of the Company 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 Affiliated Entities 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. (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among agreements under the Subsidiariescaption “Corporate History and Structure” in the Registration Statement, the General Disclosure Package and the Final Prospectus, to which any of Sogou Technology, Sogou Information and the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be Sogou Information is a party (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth is true, complete and correct in the Prospectusall material respects, Prospectus Supplement and SEC Reports, is true and accurate and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document all material agreements relating to the Company’s corporate structure or the operation have been so disclosed. Each party of the Company together with VIE Agreements has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its Subsidiaries respective obligations under the VIE Agreements and Affiliated Entities has taken as a wholeall necessary corporate action to authorize the execution, which delivery and performance of, and has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each VIE Agreement has been duly authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to disclosed in the General Disclosure Package and enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principlesor by equitable principles relating to enforceability. 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 already obtained or disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate . (ii) the ownership structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate ownership structure nor any of 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, Sogou Technology, Sogou Information and the Subsidiaries and Affiliated Entities or shareholders of the Affiliated Entities Sogou Information 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.; (iii) The executionexecution and delivery by Sogou Technology, delivery Sogou Information and the shareholders of Sogou Information of, and the performance by Sogou Technology, Sogou Information and the shareholders of Sogou Information of their respective obligations under, each of the VIE Agreement Agreements and the consummation by Sogou Technology, Sogou Information and the parties thereto do not and shareholders of Sogou Information of the transactions contemplated therein, will not not: (A) conflict with or result in a breach or violation of any of the terms and or provisions of 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 Subsidiaries 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, lease, loan agreement or other agreement or instrument to which the Company or any Company, Sogou Technology, Sogou Information and the shareholders of Sogou Information, as the Subsidiaries and Affiliated Entities is case may be, are a party or by which the Company or any Company, Sogou Technology, Sogou Information and the shareholders of the Subsidiaries and Affiliated Entities is Sogou Information are bound or to which any of the properties or assets of the Company Company, Sogou Technology, Sogou Information and the shareholders of Sogou Information are subject; (B) result in any violation of the provisions of constitutive documents or business licenses of the Company, Sogou Technology and Sogou Information, as the case may be; or (C) result in any violation of any laws and regulations of the PRC or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company, Sogou Technology, Sogou Information and the shareholders of Sogou Information or any of the Subsidiaries and Affiliated Entities is subject, except, in the case of their properties; (Biv) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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 is in proper legal form under the laws of the PRC for the enforcement thereof against Sogou Technology, Sogou Information and the shareholders of Sogou Information, as the case may be, in the PRC without further action by Sogou Technology, Sogou Information and the shareholders of Sogou Information, as the case may be; and to ensure the legality, validity, enforceability or received admissibility in evidence of each of the VIE Agreements in the PRC, it is not necessary that any communication regarding termination of, such document be filed or intention not to renew, recorded with any court or other authority in the PRC or that any stamp or similar tax be paid on or in respect of any of the VIE Agreements, and no such termination or non-renewal has been threatened by any of the parties thereto.; and (ivv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated EntitiesSogou Information, through its rights to authorize the shareholders of the Affiliated Entities Sogou Information to exercise their respective voting rights.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure each of the Company agreements under the caption “Our History and Corporate Structure” in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to which (1) any of Xincheng (Shanghai) Information Technology Co., Ltd. (“Shanghai Xincheng”), Guangcheng (Shanghai) Information Technology Co., Ltd. (“Shanghai Guangcheng”) and each of the contracts among the Subsidiariesshareholders of Shanghai Guangcheng, and (2) any of Nanjing Xingmu Information Technology Co., Ltd. (“Xingmu WFOE”), Nanjing Xingmu Biotechnology Co., Ltd. (“Nanjing Xingmu”), and each of the shareholders of the Affiliated Entities and the Affiliated EntitiesNanjing Xingmu, as the case may be is a party (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), and of the Ownership Structure (as set forth in the Prospectus, Prospectus Supplement and SEC Reportsdefined below), is true fair and accurate in all material respects and nothing has been omitted from such description which would make it misleadingsuch description misleading in any material respects. There is no other material agreement, contract or other document relating to the corporate structure Ownership Structure (as defined below) or the operation of the Company together with its Subsidiaries subsidiaries and Affiliated Entities variable interest entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each party to the VIE Agreements has the legal right, Prospectus Supplement power and SEC Reports. authority (iicorporate and other, as the case may be) Each to enter into and perform its respective obligations under the VIE Agreement Agreements and has been duly taken all necessary action to authorize the execution, delivery and performance of, and has authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability. (including any governmental agency or body or any courtB) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate ownership structure of (1) Shanghai Xincheng and Shanghai Guangcheng, and (2) Xingmu WFOE and Nanjing Xingmu (collectively, the Company complies “Ownership Structure”), comply with all applicable laws and regulations of the People’s Republic of China (“PRC”), and neither the corporate structure Ownership Structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of PRC laws; neither 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 Affiliated Entities in any jurisdiction challenging the validity of any of Ownership Structure nor the VIE AgreementsAgreements have been challenged by any PRC governmental agency; and there are no legal, andarbitral, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before, or, to the best knowledge of the Company, no threatened or contemplated by any PRC governmental agency in respect of such proceeding, inquiry Ownership Structure or investigation is threatened in any jurisdictionVIE Agreements. (iiiC) The executionexecution and delivery by (1) Shanghai Xincheng, delivery Shanghai Guangcheng, and performance each of the shareholders of Shanghai Guangcheng, and (2) Xingmu WFOE, Nanjing Xingmu and each of the shareholders of Nanjing Xingmu, of their respective obligations under each of the VIE Agreement Agreements and the consummation by (1) Shanghai Xincheng, Shanghai Guangcheng, and each of the parties thereto do not shareholders of Shanghai Guangcheng, and (2) Xingmu WFOE, Nanjing Xingmu and each of the shareholders of Nanjing Xingmu, of the transactions contemplated therein will not not: (i) conflict with or result in a breach or violation of any of the terms and or provisions of or of, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets asset of the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Affiliated Entitiesto, (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, lease, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities is a party or by which the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities is bound or to which any of the properties or assets of the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or variable interest entities is subject; (ii) result in any violation of the provisions of the articles of association, exceptbusiness license or other constitutive documents of the Company or any of its subsidiaries or variable interest entities; (iii) result in any breach or violation of or constitute a default under any PRC laws, rules or regulations; or (iv) result in any breach or violation of any arbitration award or judgment, order or decree of any court of the case PRC, or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company or any of its subsidiaries or variable interest entities or any of its properties. (BD) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). i) Each of the VIE Agreement Agreements 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 AgreementAgreements. 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. Each of the VIE Agreements is in proper legal form under the laws of the PRC for the enforcement thereof against (1) Shanghai Xincheng, Shanghai Guangcheng, and each of the shareholders of Shanghai Guangcheng, and (2) Xingmu WFOE, Nanjing Xingmu and each of the shareholders of Nanjing Xingmu, as the case may be, in the PRC without further action by (1) Shanghai Xincheng, Shanghai Guangcheng, or any of the shareholders of Shanghai Guangcheng, or (2) Xingmu WFOE, Nanjing Xingmu or any of the shareholders of Nanjing Xingmu; (ii) all governmental authorization required under the PRC laws, rules and regulations in connection with the Ownership Structure and the VIE Agreements have been granted, duly made or unconditionally obtained in writing and are in full force and effect, and (iii) no such governmental authorization has been withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed; and to ensure the legality, validity, enforceability or admissibility into evidence of each of the VIE Agreements in the PRC, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC or that any stamp or similar tax be paid on or in respect of any of the VIE Agreements. (ivE) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated EntitiesShanghai Guangcheng, through its rights irrevocable and exclusive powers of attorney granted to authorize it by each shareholder of Shanghai Guangcheng to exercise all shareholder rights. The Company possesses, directly or indirectly, the shareholders power to direct or cause the direction of the Affiliated Entities management and policies of each of Nanjing Xingmu, through irrevocable and exclusive powers of attorney granted to it by each shareholder of Nanjing Xingmu to exercise their voting all shareholder rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the SubsidiariesShanghai Zhongtongji Network Technology Co., Ltd., the shareholders of ZTO Express Co., Ltd. (the Affiliated Entities “VIE”) and the Affiliated EntitiesVIE, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Time of Sale Prospectus Supplement under the captions “Corporate History and SEC ReportsStructure” and filed as Exhibits 10.4 through 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 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 Affiliated Entities consolidated affiliated entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports. (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 already obtained or disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports; 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. The Except as described in the Time of Sale Prospectus and the Prospectus, the corporate structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate ownership 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 Affiliated Entities 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. (iii) The 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 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 constitutional or organizational documents of the Company or any of the Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below)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. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities VIE to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among agreements under the Subsidiariescaption “Corporate History and Structure” in the Registration Statement, the General Disclosure Package and the Final Prospectus, to which any of (i) Youxinpai, Xxxxxx Xxxxxx and the shareholders of the Affiliated Entities Xxxxxx Xxxxxx, (ii) Xxxxxx Xxxxx, Fengshun Lubao and the Affiliated Entitiesshareholders of Fengshun Lubao, as and (iii) Yougu, Yishouche, and the case may be shareholders of Yishouche is a party, (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectusis fair, Prospectus Supplement complete and SEC Reportsaccurate, is true and accurate and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document all agreements relating to the Company’s corporate structure or the operation have been so disclosed. Each party of the Company together with VIE Agreements has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its Subsidiaries respective obligations under the VIE Agreements and Affiliated Entities has taken as a wholeall necessary corporate action to authorize the execution, which delivery and performance of, and has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each VIE Agreement has been duly authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, as to enforceability, to and enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principlesor by equitable principles relating to enforceability. 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 already obtained or disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate . (ii) the ownership structure of the Company complies with all applicable laws and regulations of the PRC, and neither the corporate ownership structure nor any of 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, (i) Youxinpai, Xxxxxx Xxxxxx and the Subsidiaries and Affiliated Entities or shareholders of Xxxxxx Xxxxxx, (ii) Xxxxxx Xxxxx, Fengshun Lubao and the Affiliated Entities shareholders of Fengshun Lubao, and (iii) Yougu, Yishouche, and the shareholders of Yishouche (collectively, the “VIE Entities”) 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.; (iii) The execution, delivery and performance of each VIE Agreement by the parties thereto do not VIE Entities of their respective obligations under each of the VIE Agreements and the consummation by the VIE Entities of the transactions contemplated therein, will not not: (A) conflict with or result in a breach or violation of any of the terms and or provisions of 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 Subsidiaries 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, lease, loan agreement or other agreement or instrument to which the Company or any of and the Subsidiaries and Affiliated Entities is VIE Entities, as the case may be, are a party or by which the Company or any of and the Subsidiaries and Affiliated VIE Entities is are bound or to which any of the properties or assets of the Company and the VIE Entities are subject; (B) result in any violation of the provisions of constitutive documents or business licenses of the Company, (i) Youxinpai and Xxxxxx Xxxxxx, (ii) Xxxxxx Xxxxx and Fengshun Lubao, and (iii) Yougu and Yishouche, as the case may be; or (C) result in any violation of any laws and regulations of the PRC or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company, the VIE Entities or any of the Subsidiaries and Affiliated Entities is subject, except, in the case of their properties; (Biv) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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 is in proper legal form under the laws of the PRC for the enforcement thereof against the VIE Agreements, and no such termination or non-renewal has been threatened Entities in the PRC without further action by any of the parties thereto.VIE Entities; and (ivv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated EntitiesXxxxxx Xxxxxx, through its rights to authorize Fengshun Lubao and Yishouche, as authorized by the shareholders of the Affiliated Entities Xxxxxx Xxxxxx, Fengshun Lubao and Yishouche, respectively, to exercise their voting rights.

VIE Agreements and Ownership Structure. (i) The description of the corporate structure of the Company and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entities, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus, Time of Sale Prospectus Supplement under the captions “Corporate History and SEC ReportsStructure” and filed as Exhibits 10.7 through 10.32 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make 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 Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports. (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 for the government authorizations to be required for exercise of the call options granted under the Exclusive Purchase Option Agreements as already obtained or disclosed part of the VIE Agreements and those others explicitly set forth in the Prospectus, Prospectus Supplement and SEC ReportsVIE Agreements; no such 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, except for such withdrawal, revocation or non-fulfilment of condition precedent as would not reasonably be expected to have a Material Adverse Effect. The Except as described in the Time of Sale Prospectus and the Prospectus, (A) the corporate structure of the Company as described in the Time of Sale Prospectus and the Prospectus under the caption “Corporate History and Structure” complies in all material respects with all applicable laws and regulations of the PRC, and (B) neither the such 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 Affiliated Entities 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. (iii) The 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 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 such of the Subsidiaries 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 such 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 such 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 such Subsidiaries and Affiliated Entities is subjectsubject to, except, in the case cases of (BC) and (C)above, where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (Effect. Except as defined below). Each described in the Time of Sale Prospectus and the Prospectus, each VIE Agreement is in full force and effect 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 to the best knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto. (iv) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, through its rights to authorize the shareholders of the Affiliated Entities to exercise their voting rights.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure of agreements under the Company caption “Corporate History and each of Structure” in the contracts Pricing Disclosure Package and the Prospectus by and among the SubsidiariesCompany’s subsidiaries, Controlled Entities that are variable interest entities (the “VIEs”), and the shareholders of the Affiliated Entities and the Affiliated Entitiessuch VIEs, as the case may be (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true fair and accurate in all material respects, and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document all material agreements relating to the Company’s corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not have been previously disclosed or made available so disclosed. Each party to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each any VIE Agreement has been duly the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has 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 in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability; (including any governmental agency or body or any courtB) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except as already obtained or disclosed in the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate structure of the Company 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 Company and Affiliated Entities or shareholders any of the Affiliated Controlled Entities which are parties to any of the VIE Agreements 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.; (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). Each VIE Agreement is in full force and effect (except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus) 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.; and (ivD) The Except as otherwise 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 Affiliated Entities, VIEs through its rights to authorize the shareholders of the Affiliated Entities VIEs to exercise their respective voting rights.

VIE Agreements and Ownership Structure. (iA) The description of each of the corporate structure agreements under the caption “Corporate History and Structure” in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to which any of Beijing Hongyi Technology Co., Ltd. and Guangzhou TIYA Information Technology Co., Ltd., each a wholly-owned subsidiary of the Company established in China (the “WFOE”), Guangzhou Lizhi Network Technology Co., Ltd. and Guangzhou Huanliao Network Technology Co., Ltd., each a variable interest entity established in China and controlled by the Company via contractually arrangements (the “VIE”) and each of the contracts among the Subsidiaries, the shareholders of the Affiliated Entities and the Affiliated Entitiesa VIE is a party (collectively, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), and of the Ownership Structure (as set forth in the Prospectus, Prospectus Supplement and SEC Reportsdefined below), is true fair and accurate in all material respects and nothing has been omitted from such description which would make it misleadingsuch description misleading in any material respect. There is no other material agreement, contract or other document relating to the corporate structure Ownership Structure (as defined below) or the operation of the Company together with its Subsidiaries subsidiaries and Affiliated Entities VIEs taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each party to the VIE Agreements has the legal right, Prospectus Supplement power and SEC Reports. authority (iicorporate and other, as the case may be) Each to enter into and perform its respective obligations under the VIE Agreement Agreements and has been duly taken all necessary action to authorize the execution, delivery and performance of, and has authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability. (including any governmental agency or body or any courtB) is required for the performance Except as described in each of the obligations under any VIE Agreement by Registration Statement, the parties thereto, except as already obtained or disclosed in Time of Sale Prospectus and the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate the ownership structure of the Company complies WFOEs and VIEs (the “Ownership Structure”) comply with all applicable laws and regulations of the People’s Republic of China (“PRC”), and neither the corporate structure Ownership Structure nor the VIE Agreements violate, breach, contravene or otherwise conflict with any applicable laws of PRC laws; neither 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 Affiliated Entities in any jurisdiction challenging the validity of any of Ownership Structure nor the VIE AgreementsAgreements have been challenged by any PRC governmental agency; and there are no legal, andarbitral, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before, or, to the best knowledge of the Company, no threatened or contemplated by any PRC governmental agency in respect of such proceeding, inquiry Ownership Structure or investigation is threatened in any jurisdictionVIE Agreements. (iiiC) The execution, execution and delivery and performance of each VIE Agreement by the parties thereto do not WFOEs, VIEs and each of the shareholders of the VIEs of their respective obligations under each of the VIE Agreements and the consummation by the WFOEs, the VIEs and each of the shareholders of the VIEs of the transactions contemplated therein will not not: (i) conflict with or result in a breach or violation of any of the terms and or provisions of or of, constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets asset of the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or VIEs pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Affiliated Entitiesto, (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, lease, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or VIEs is a party or by which the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or VIEs is bound or to which any of the properties or assets of the Company or any of the Subsidiaries and Affiliated Entities its subsidiaries or VIEs is subject; (ii) result in any violation of the provisions of the articles of association, exceptbusiness license or other constitutive documents of the Company or any of its subsidiaries or VIEs; (iii) result in any breach or violation of or constitute a default under any PRC laws, rules or regulations; or (iv) result in any breach or violation of any arbitration award or judgment, order or decree of any court of the PRC, or any order, rule or regulation of any PRC governmental agency having jurisdiction over the Company or any of its subsidiaries or VIEs or any of its properties, except in the case of (Bi), (iii) and (Civ), where such conflict, breach, violation or default would not reasonably be expected to have individually or in the aggregate result in a material adverse effect on the condition (financial or otherwise), earnings, results of operations, business, properties or prospects of the Company, its subsidiaries and VIEs taken as a whole (the “Material Adverse Effect Effect”) . (as defined below). Each D) (i) As of the date of this agreement, each of the VIE Agreement Agreements is in full force and effect and and, to the knowledge of the Company, none of the parties thereto is in breach or default in the performance of any of the material terms or provisions of such VIE AgreementAgreements. None To the knowledge of the Company, as of the date of this 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. Except as disclosed in the Registration Statement, Time of Sale Prospectus and the Prospectus (i) all governmental authorization required under the PRC laws, rules and regulations in connection with the Ownership Structure and the VIE Agreements have been granted, duly made or unconditionally obtained in writing and are in full force and effect, (ii) no such governmental authorization has been withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed; and (iv) all necessary PRC governmental authorizations, that are required to ensure the legality, validity, enforceability of each VIE Agreements in the PRC have been completed or obtained and remain in full force and effect, 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 (A) the approval of and/or registration with the PRC governmental authorizations for the resulting equity transfer; and (B) the exercise price for equity transfer under the VIE Agreements complying with the PRC Laws. (ivE) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entitieseach VIE, through its rights irrevocable and exclusive powers of attorney granted to authorize the shareholders it by each shareholder of the Affiliated Entities VIE to exercise their voting all shareholder rights.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure of agreements and related information in the Company Registration Statement, the Pricing Prospectus and each of the contracts among Prospectus relating to the SubsidiariesControlled Entities that are variable interest entities (the “VIEs”), and the shareholders of the Affiliated Entities and the Affiliated Entitiessuch VIEs, as the case may be (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectus, Prospectus Supplement and SEC Reports, is true fair and accurate in all material respects, and nothing has been omitted from such description which would make it misleading. There is no other agreement, contract or other document all material agreements relating to the Company’s corporate structure or the operation of the Company together with its Subsidiaries and Affiliated Entities taken as a whole, which has not have been previously disclosed or made available so disclosed. Each party to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each any VIE Agreement has been duly the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its obligations under such agreements and has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered by each such agreement. Except as disclosed in the parties thereto Registration Statement, the Pricing Prospectus and the Prospectus, each VIE Agreement constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights and general equity principles. No consent, approval, authorization, or order of, or filing or registration with, any person by equitable principles relating to enforceability; (including any governmental agency or body or any courtB) is required for the performance of the obligations under any VIE Agreement by the parties thereto, except Except as already obtained or disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, Prospectus Supplement and SEC Reports; 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. The corporate the ownership structure of the Company 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 ; there is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries Company and Affiliated Entities or shareholders any of the Affiliated Controlled Entities which are parties to any of the VIE Agreements 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 or contemplated in any jurisdiction.; (iiiC) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and the consummation of the transactions contemplated under the VIE Agreements by the parties thereto will not not: (X) conflict with or result in a breach or violation of any of the terms and or provisions of 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 Subsidiaries 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, lease, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries and Affiliated Entities is Controlled Entity are a party or by which the Company or any of the Subsidiaries and Affiliated Entities is Controlled Entity are bound or to which any of the properties or assets of the Company or any Controlled Entity are subject; (Y) result in any violation of the Subsidiaries and Affiliated Entities is subject, except, provisions of constitutive documents or business licenses of the Company or any Controlled Entity; or (Z) except as disclosed in the case Registration Statement, the Pricing Prospectus and the Prospectus, result in any violation of (B) the laws and (C)regulations of the PRC or any order, where such conflictrule or regulation of any PRC governmental agency having jurisdiction over the Company, breachthe Controlled Entity or any of their properties. Except as disclosed in the Registration Statement, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). Each the Pricing Prospectus and the 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 and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto.; (ivD) The 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 for those that have been obtained and the governmental authorizations and tax filings for the equity transfer upon exercise of the exclusive option agreement under the VIE Agreement; 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; and (E) Except as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated Entities, VIEs through its rights to authorize the shareholders of the Affiliated Entities VIEs to exercise their respective voting rights.

VIE Agreements and Ownership Structure. (iA) The description of the corporate structure of the Company and each of the contracts among agreements under the Subsidiariescaption “Corporate History and Structure” in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to which any of Beijing Tuniu Technology Co., Ltd. (“Beijing Tuniu”), Nanjing Tuniu Technology Co., Ltd. (“Nanjing Tuniu”) and the shareholders of the Affiliated Entities and the Affiliated EntitiesNanjing Tuniu is a party (collectively, as the case may be (each a “VIE Agreement” and collectively the “VIE Agreements”), and of the Ownership Structure (as set forth in the Prospectus, Prospectus Supplement and SEC Reportsdefined below), is true fair and accurate and nothing has been omitted from such description which would make it misleadingin all material respects. There is no other agreement, contract or other document relating to the corporate structure or the operation Each party of the Company together with VIE Agreements has the legal right, power and authority (corporate and other, as the case may be) to enter into and perform its Subsidiaries respective obligations under the VIE Agreements and Affiliated Entities has taken as a wholeall necessary action to authorize the execution, which delivery and performance of, and has not been previously disclosed or made available to the Underwriters and disclosed in Prospectus, Prospectus Supplement and SEC Reports. (ii) Each VIE Agreement has been duly authorized, executed and delivered by delivered, each of the parties thereto VIE Agreements; and each of the VIE Agreements constitutes a valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject, except as to enforceability, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws of general applicability relating to or affecting creditors’ rights or by equitable principles relating to enforceability. (B) The ownership structure of Beijing Tuniu, Nanjing Tuniu and general equity principles. No consentthe subsidiaries of Nanjing Tuniu (the “Ownership Structure”) comply with all applicable People’s Republic of China (“PRC”) laws, approvaland neither the Ownership Structure nor the VIE Agreements violate, authorizationbreach, contravene or order otherwise conflict with any applicable PRC laws; neither the Ownership Structure nor the VIE Agreements have been challenged by any PRC governmental agency; and there are no legal, arbitral, governmental or other proceedings (including, without limitation, governmental investigations or inquiries) pending before or, to the best knowledge of the Company, threatened or contemplated by any PRC governmental agency in respect of such Ownership Structure or VIE Agreements. (C) The execution and delivery by Beijing Tuniu, Nanjing Tuniu and the shareholders of Nanjing Tuniu of, and the performance by Beijing Tuniu, Nanjing Tuniu and the shareholders of Nanjing Tuniu of their respective obligations under, each of the VIE Agreements and the consummation by Beijing Tuniu, Nanjing Tuniu and the shareholders of Nanjing Tuniu of the transactions contemplated therein will not: (i) conflict with or result in a breach or violation of any of the terms or provisions of, or filing or registration withconstitute a default under, any person (including indenture, mortgage, deed of trust, lease, loan agreement or other agreement or instrument to which the Company, Beijing Tuniu, Nanjing Tuniu or the shareholders of Nanjing Tuniu, as the case may be, are a party or by which the Company, Beijing Tuniu, Nanjing Tuniu or the shareholders of Nanjing Tuniu are bound or to which any governmental agency or body or any court) is required for the performance of the obligations properties or assets of the Company, Beijing Tuniu, Nanjing Tuniu or the shareholders of Nanjing Tuniu are subject; (ii) result in any violation of the provisions of the articles of association, business license or other constitutive documents of the Company, Beijing Tuniu or Nanjing Tuniu; (iii) result in any breach or violation of or constitute a default under any VIE Agreement by the parties theretoPRC law, rules or regulations except as already obtained or disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus; or (iv) result in any breach or violation of any arbitration award or judgment, Prospectus Supplement and SEC Reports; no consentorder or decree of any court of the PRC, approval, authorization, or any order, filing rule or registration that regulation of any PRC governmental agency having jurisdiction over the Company, Beijing Tuniu, Nanjing Tuniu or the shareholders of Nanjing Tuniu or any of their properties. (D) Each of the VIE Agreements is in proper legal form under the laws of the PRC for the enforcement thereof against Beijing Tuniu, Nanjing Tuniu and the shareholders of Nanjing Tuniu, as the case may be, in the PRC without further action by Beijing Tuniu, Nanjing Tuniu or the shareholders of Nanjing Tuniu; (ii) all governmental authorization required under the PRC laws, rules and regulations in connection with the Ownership Structure and the VIE Arrangements have been granted, duly made or unconditionally obtained in writing and are in full force and effect, and (iii) no such governmental authorization has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. The corporate structure ; and to ensure the legality, validity, enforceability or admissibility in evidence of each of the Company complies with all applicable laws and regulations of VIE Agreements in the PRC, and neither the corporate structure nor the VIE Agreements violate, breach, contravene it is not necessary that any such document be filed or otherwise conflict recorded with any applicable laws of court or other authority in the PRC. There is no legal PRC or governmental proceeding, inquiry that any stamp or investigation pending against the Company, the Subsidiaries and Affiliated Entities similar tax be paid on or shareholders of the Affiliated Entities in any jurisdiction challenging the validity respect 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. (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 Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries 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 (B) and (C), where such conflict, breach, violation or default would not reasonably be expected to have a Material Adverse Effect (as defined below). 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. (ivE) The Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the Affiliated EntitiesNanjing Tuniu, through its rights to authorize the shareholders of the Affiliated Entities Nanjing Tuniu to exercise their voting rights.