Common use of VIE Agreements Clause in Contracts

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among WFOE, the VIE and the VIE’s shareholders. (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIE and Its Shareholders” and filed as Exhibits 10.3 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE and the VIE’s shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE and the VIE’s shareholders, enforceable in accordance with its respective 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, other than those as described in 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VIE Agreement; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. iii. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each VIE Agreement is in full force and effect and none of WFOE, the VIE and the VIE’s shareholders is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE and the VIE’s shareholders has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. (i) The description of the corporate structure of the Company and each of the contracts among WFOE, the VIE and the VIEGansu QLS and Gansu QLS’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption captions “Corporate Our History and Structure – Contractual Arrangements with the VIE Corporate Structure” and Its Shareholders“Related Party Transactions” and filed as Exhibits 10.3 through 10.8 10.6 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. (ii. ) Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE WFOE and the VIE’s shareholders Gansu QLS and constitutes a valid and legally binding obligation of WFOE, the VIE WFOE and the VIE’s shareholdersGansu QLS, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. (iii. ) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE WFOE and the VIE’s shareholders Gansu QLS is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE WFOE and the VIE’s shareholders Gansu QLS has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, 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 Consolidated Affiliated Entities, through the rights of its Subsidiary, to which the voting rights of Consolidated Affiliated Entities are entrusted to.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among Jiangyin Huayuecheng New Material and Technology Limited (“WFOE, the VIE ”) and the VIEHuarui China and Huarui China’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption captions “Corporate History VIE Structure” and Structure “Business – Contractual Arrangements with the VIE and Its ShareholdersArrangements” and filed as Exhibits 10.3 10.1 through 10.8 10.5 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE WFOE and the VIE’s Huarui China or its shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE WFOE and the VIE’s shareholdersHuarui China, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. iii. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated EntitiesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE WFOE and the VIE’s shareholders Huarui China is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE WFOE and the VIE’s shareholders Huarui China has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among WFOEXinjiang United Family, the VIE UFG Entities and the VIE’s shareholders. UFG Entities’ shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIE and Its ShareholdersStructure—The United Family Group” and filed as Exhibits 10.3 through 10.8 10.7 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE Xinjiang United Family and the VIE’s applicable UFG Entities or its shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE Xinjiang United Family and the VIE’s shareholdersUFG Entities, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of or the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 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 or any of the Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE Xinjiang United Family and the VIE’s shareholders UFG Entities is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE Xinjiang United Family and the VIE’s shareholders UFG Entities has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts by and among Rollingthunder Technology (Jiangxi) Co., Ltd (“WFOE”), the VIE Jiangxi Ruanyun Technology Co., Ltd. (“Jxxxxxx Xxxxxxx”), and the VIEJxxxxxx Xxxxxxx’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Prospectus Summary — Corporate History and Structure – — Contractual Arrangements with the VIE and Its ShareholdersArrangements” and filed as Exhibits 10.3 through 10.8 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE WFOE and the VIE’s Jxxxxxx Xxxxxxx or its shareholders and constitutes a valid and legally binding obligation of the WFOE, the VIE Jiangxi Ruanyun and the VIE’s its shareholders, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of or the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 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 Company, any of the Subsidiaries or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company Company, any of the Subsidiaries or any of the Subsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or Company, any of the Subsidiaries and Subsidiaries, any of the Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company Company, any of the Subsidiaries or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company Company, any of the Subsidiaries or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company Company, any of the Subsidiaries or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of the WFOE, the VIE and the VIE’s Jiangxi Ruanyun or its shareholders is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of the WFOE, the VIE and the VIE’s Jiangxi Ruanyun or its shareholders has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been been, to the Company’s knowledge, threatened by any of the parties thereto.

VIE Agreements. i. (i) The description of the corporate structure of the Company and each of the contracts among WFOE, the and VIE and the VIE’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption captions “Corporate Our History and Structure – Contractual Arrangements with the VIE Corporate Structure” and Its Shareholders“Related Party Transactions” and filed as Exhibits 10.1 through 10.3 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. (ii. ) Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the and VIE and the VIE’s shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE and the VIE’s shareholders, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiariesShangli Jiuzi, complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. (iii. ) The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE and the VIE’s shareholders is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE and the VIE’s shareholders has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, 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 Consolidated Affiliated Entities, through the rights of its Subsidiary, to which the voting rights of Consolidated Affiliated Entities are entrusted to.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among WFOEXinjiang United Family, the VIE UFG Entities and the VIE’s shareholders. UFG Entities’ shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIE and Its ShareholdersStructure—The United Family Group” and filed as Exhibits 10.3 through 10.8 10.7 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters Underwriter and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE Xinjiang United Family and the VIE’s applicable UFG Entities or its shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE Xinjiang United Family and the VIE’s shareholdersUFG Entities, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of or the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 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 or any of the Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and or any of the Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE Xinjiang United Family and the VIE’s shareholders UFG Entities is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE Xinjiang United Family and the VIE’s shareholders UFG Entities has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among WFOEXinjiang United Family, the VIE UFG Entities and the VIE’s shareholders. UFG Entities’ shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIE and Its ShareholdersStructure—The United Family Group” and filed as Exhibits 10.3 through 10.8 10.7 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters Underwriter and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE Xinjiang United Family and the VIE’s applicable UFG Entities or its shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE Xinjiang United Family and the VIE’s shareholdersUFG Entities, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. iii. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated EntitiesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE Xinjiang United Family and the VIE’s shareholders UFG Entities is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE Xinjiang United Family and the VIE’s shareholders UFG Entities has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. (i) The description of the corporate structure of the Company and each of the contracts among WFOE, between the Company and the VIE and the VIE’s shareholders. (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Prospectus Summary – Company Structure – Contractual Arrangements with the VIE and Its ShareholdersVIE” and filed as Exhibits 10.3 through 10.8 10.11 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 Consolidated Affiliated Entities VIE taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (ii. ) Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE and the VIE’s shareholders parties thereto and constitutes a valid and legally binding obligation of WFOE, the VIE and the VIE’s shareholdersobligation, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Pricing Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There Except as otherwise disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, there is no legal or governmental proceeding, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to or the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities VIE in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. iii. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each VIE Agreement is in full force and effect and none of WFOE, the VIE and the VIE’s shareholders is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE and the VIE’s shareholders has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among WFOEZhongruiyuan, the VIE AoKai Fa and the VIEAoKai Fa’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History Organization and Structure – Contractual Arrangements with the VIE and Its ShareholdersNature of Operations — Reorganization” and filed as Exhibits 10.1, 10.2, 10.3 through 10.8 and 10.22 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 Consolidated Affiliated Entities Entity taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE Zhongruiyuan and the VIE’s AoKai Fa or its shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE Zhongruiyuan and the VIE’s shareholdersAoKai Fa, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of or the Consolidated Affiliated Entities Entity in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 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 or the Consolidated Affiliated Entities Entity pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and or the Consolidated Affiliated EntitiesEntity, (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 or the Consolidated Affiliated Entities Entity 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 or the Consolidated Affiliated Entities Entity is a party or by which the Company or any of the Subsidiaries and or the Consolidated Affiliated Entities Entity is bound or to which any of the properties of the Company or any of the Subsidiaries and or the Consolidated Affiliated Entities Entity is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE Zhongruiyuan and the VIE’s shareholders AoKai Fa is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE Zhongruiyuan and the VIE’s shareholders AoKai Fa has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. (A) The description of the corporate structure of the Company and each of the contracts among WFOEagreements described under the caption “Related Party Transactions — Contractual Agreements with Beijing Leju, Shanghai Yi Xin and Beijing Jiajujiu (the VIE and the VIE’s shareholders. consolidated VIEs)” listed on Appendix C hereto (each a “VIE Agreement” and collectively collectively, the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History and Structure – Contractual Arrangements with the VIE and Its Shareholders” and filed as Exhibits 10.3 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 Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed ) in the Registration Statement, the General Disclosure Package and the Prospectus. iiFinal Prospectus relating to our corporate structure, is true and correct in all material respects, and all material agreements relating to our corporate structure have been so disclosed. Each party to the VIE Agreement Agreements (the “VIE Party”, or collectively, the “VIE Parties”) has been duly the legal right, power and authority, (corporate and other, as the case may be) to enter into and perform its respective obligations under the VIE Agreements to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of, and have authorized, executed and delivered by WFOEdelivered, each of the VIE Agreements to which it is a party; and each of the VIE’s shareholders and VIE Agreements in proper legal form under the laws of the PRC, constitutes a valid and legally binding obligation of WFOE, the VIE and the VIE’s shareholdersparties thereto, enforceable in accordance with its respective termsterms and does not violate any requirements of PRC laws, 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 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, other than those as described in 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. Except except as disclosed in the Registration Statement or the ProspectusStatement, the corporate structure of the Company, including WFOE, the VIE General Disclosure Package and the VIE’s subsidiaries, complies with all applicable laws Final Prospectus. (B) The execution and regulations of the PRCdelivery by each VIE Party of, and neither the corporate structure nor any performance by each VIE Party of their respective obligations under, each of the VIE Agreements violates, breaches, contravenes or otherwise conflicts with any applicable laws to which it is a party and the consummation by each VIE Party of the PRC. There is no legal or governmental proceedingtransactions contemplated therein did not, inquiry or investigation pending against the Company, the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. iii. The execution, delivery and performance of each VIE Agreement by the parties thereto do does not and will not not: (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated Entities, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, lease, loan agreement or other material agreement or instrument to which the Company or any of VIE Party, as the Subsidiaries and Consolidated Affiliated Entities case may be, is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities VIE Party is bound or to which any of the properties or assets of the Company or VIE Party is subject; (ii) result in any violation of the Subsidiaries and Consolidated Affiliated Entities is subject. Except provisions of constitutive documents or business license of the Group Entities, as the case may be; or (iii) except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, each VIE Agreement is result in full force and effect and none any violation of WFOEany PRC statute or any order, rule or regulation of any PRC governmental agency having jurisdiction over the VIE and Party or any of their properties. (C) To ensure the VIE’s shareholders is legality, validity, enforceability or admissibility in breach or default evidence of each of the VIE Agreements in the performance of PRC, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC, except that (i) the exercise of the terms call options under the exclusive call option agreements listed as items 1.1, 2.1 and 3.1 in Appendix C hereto is subject to the approval of and/or registration with the PRC governmental agencies for the resulting equity transfer and (ii) the registration of the equity pledge under the equity pledge agreements listed as items 1.4, 2.4 and 3.4 in Appendix C hereto, which have been registered with the relevant government authorities; nor is it necessary that any stamp or provisions similar tax be paid on or in respect of such VIE Agreement. None of WFOE, the VIE and the VIE’s shareholders has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, except that the exercise price for equity transfer and the service fees charged under the VIE Agreements may be subject to the knowledge re-assessment of the Company, no such termination or non-renewal has been threatened by any of the parties theretoPRC tax authorities.

VIE Agreements. i. The description of the corporate structure of the Company and each of the contracts among WFOEZhongruiyuan, the VIE AoKai Fa and the VIEAoKai Fa’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption “Corporate History Organization and Structure – Contractual Arrangements with the VIE and Its ShareholdersNature of Operations — Reorganization” and filed as Exhibits 10.1 through 10.3 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 Consolidated Affiliated Entities Entity taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE Zhongruiyuan and the VIE’s AoKai Fa or its shareholders and constitutes a valid and legally binding obligation of WFOE, the VIE Zhongruiyuan and the VIE’s shareholdersAoKai Fa, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of or the Consolidated Affiliated Entities Entity in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. 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 or the Consolidated Affiliated Entities Entity pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and or the Consolidated Affiliated EntitiesEntity, (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 or the Consolidated Affiliated Entities Entity 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 or the Consolidated Affiliated Entities Entity is a party or by which the Company or any of the Subsidiaries and or the Consolidated Affiliated Entities Entity is bound or to which any of the properties of the Company or any of the Subsidiaries and or the Consolidated Affiliated Entities Entity is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE Zhongruiyuan and the VIE’s shareholders AoKai Fa is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE Zhongruiyuan and the VIE’s shareholders AoKai Fa has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.

VIE Agreements. i. a. The description of the corporate structure of the Company and each of the contracts among Shanghai Jowell Technology Co., Ltd. (“WFOE, the VIE ”) and the VIEShanghai Juhao and Shanghai Juhao’s shareholders. shareholders (each a “VIE Agreement” and collectively the “VIE Agreements”), as set forth in the Prospectus under the caption captions “Corporate History and Structure – Contractual Arrangements with the VIE Structure” and Its Shareholders“Related Party Transactions” and filed as Exhibits 10.3 10.1 through 10.8 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 and the Consolidated Affiliated Entities taken as a whole, which has not been previously disclosed or made available to the Underwriters and disclosed in the Registration Statement, the Disclosure Package and the Prospectus. ii. b. Each VIE Agreement has been duly authorized, executed and delivered by WFOE, the VIE WFOE and the VIE’s shareholders Shanghai Juhao and constitutes a valid and legally binding obligation of WFOE, the VIE WFOE and the VIE’s shareholdersShanghai Juhao, enforceable in accordance with its respective 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, other than those as described in the VIE AgreementRegistration Statement, the Disclosure Package and the Prospectus; and no consent, approval, authorization, order, filing or registration that has been obtained is being withdrawn or revoked or is subject to any condition precedent which has not been fulfilled or performed. Except as disclosed in the Registration Statement Statement, the Disclosure Package or the Prospectus, the corporate structure of the Company, including WFOE, the VIE and the VIE’s subsidiaries, Company complies with all applicable laws and regulations of the PRC, and neither the corporate structure nor any of the VIE Agreements violatesviolate, breachesbreach, contravenes contravene or otherwise conflicts conflict with any applicable laws of the PRC. There is no legal or governmental proceeding, inquiry or investigation pending against the Company, Company or the Subsidiaries and Consolidated Affiliated Entities or, to the Company’s knowledge, against the shareholders of the Consolidated Affiliated Entities in any jurisdiction challenging the validity of any of the VIE Agreements, and to the knowledge of the Company, no such proceeding, inquiry or investigation is threatened in any jurisdiction. iii. c. The execution, delivery and performance of each VIE Agreement by the parties thereto do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, encumbrance, equity or claim upon any property or assets of the Company or any of the Subsidiaries and Consolidated Affiliated Entities pursuant to (A) the constitutive or organizational documents of the Company or any of the Subsidiaries and Consolidated Affiliated EntitiesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries and Consolidated Affiliated Entities or any of their properties, or any arbitration award, or (C) any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is a party or by which the Company or any of the Subsidiaries and Consolidated Affiliated Entities is bound or to which any of the properties of the Company or any of the Subsidiaries and Consolidated Affiliated Entities is subject. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, each Each VIE Agreement is in full force and effect and none of WFOE, the VIE WFOE and the VIE’s shareholders Shanghai Juhao is in breach or default in the performance of any of the terms or provisions of such VIE Agreement. None of WFOE, the VIE WFOE and the VIE’s shareholders Shanghai Juhao has sent or received any communication regarding termination of, or intention not to renew, any of the VIE Agreements, and, to the knowledge of the Company, and no such termination or non-renewal has been threatened by any of the parties thereto.