Exclusive Purchase Right Contract

CDP Information Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise established and existing in accordance with the laws of China, registered at Room 676-19, Building 2, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇;

▇▇▇▇▇▇ ▇▇▇▇, a Chinese citizen, whose identification card No. is: [            ];

Shanghai Caishuo Talent Information Consulting Co., Ltd., a limited liability Company established and existing in accordance with the laws of China, registered at 6 / F, Area A, ▇▇.▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.

Purchase and Sale of Equity

Grant of rights

Exercise steps

Equity purchase price

Transfer of the Purchased Equity

Party B shall cause Party C to hold a Shareholders’ Meeting in which a resolution shall be passed to approve Party B’s transfer of the Purchased Equity to Party A and / or the Designated Person(s);

Party B shall obtain any written statements in which the other shareholders of Party C agree to the transfer and waiver of the preemptive rights, in respect of Party B’s transfer of the Purchased Equity to Party A and / or the Designated Person(s);

Party B and Party A and / or (as applicable) the Designated Person(s) shall sign an equity transfer contract for each transfer in accordance with the provisions of the Contract and the Equity Purchase Notice;

The relevant Parties shall execute all the other contracts, agreements or documents as required, obtain all the governmental approvals and consents as required, and take all the actions as required, to transfer the valid ownership of the Purchased Equity to Party A and / or the Designated Person(s) without any security interest, and make Party A and / or the Designated Person(s) to become the registered owners of the Purchased Equity. For the purpose of this Clause and the Contract, the Security Interests include security, mortgage, third party rights or interests, any equity purchase rights, acquisition rights, pre-emptive rights, set-off rights, retention of ownership or other security arrangements; provided that for the sake of clarity, the Security Interests do not include any security interests arising under the Contract and Party B’s Equity Pledge Contract. Party B’s Equity Pledge Contract as provided for in this Clause and the Contract refers to the Equity Pledge Contract signed by Party A, Party B and Party C on the date of the Contract (hereinafter referred to as the Equity Pledge Contract), in accordance with which Party B pledges all of its equity in Party C for guaranteeing that Party C will perform its obligations under the exclusive business cooperation agreement between Party C and Party A.

Undertakings

Undertakings related to Party C

Without any prior written consent of Party A, they shall not supplement, change or modify the constitutional documents of Party C, increase or decrease its registered capital, or otherwise change the structure of its registered capital;

They will maintain the existence of their company, and prudently and effectively operate their business and deal with their affairs, in accordance with the good financial and commercial standards and practices;

Without any prior written consent of Party A, they shall not sell, transfer, mortgage or otherwise dispose of any legitimate or beneficial interests in any assets, business or income of Party C at any time since the date of the Contract, and shall not allow creation of any security interest thereon;

Without any prior written consent of Party A, no debts are incurred, inherited, guaranteed or permitted to exist, except (i) any debts which arise from normal or daily course of business, rather than arise from borrowing; and (ii) any debts which have been disclosed to Party A and to which any written consent has been obtained from Party A;

They have been operating all the business during the normal course of business in order to maintain the value of Party C’s assets, and never conduct any act / omission sufficient to affect its operational situations and asset values;

Without any prior written consent of Party A, Party C shall not sign any material contract (for the purpose of this Paragraph, a contract with a total amount of RMB 10,000 shall be deemed as a material contract);

Without any prior written consent of Party A, Party C shall not provide any person with any loan or credit;

Upon the request of Party A, they shall provide Party A with all the information on the operational and financial situations of Party C;

If Party A requests, Party C shall purchase and maintain the insurance in relation to its assets and business from an insurance company as accepted by Party A. The insured amount and the insurance type shall be consistent with that of any company operating similar business;

Without any prior written consent of Party A, Party C shall not be merged or combined with any person, and shall not purchase or invest in any person;

Any litigation, arbitration or administrative procedure which will or may occur related to Party C’s assets, business or income shall be notified to Party A immediately;

For maintaining Party C’s ownerships of all of its assets, they shall sign all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate charges or make an appropriate defense against all claims;

Without any prior written consent of Party A, they shall not pay dividends to the shareholders in any form, provided that upon the request of Party A, Party C shall immediately distribute all of its distributable profits to the shareholders; and

At the request of Party A, they will appoint any person designated by them as the director of Party C.

Undertakings of Party B and Party C

Without any prior written consent of Party A, it shall not sell, transfer, mortgage or otherwise dispose of any legitimate or beneficial interests held by it in any assets, business or income of Party C at any time since the date of the Contract, and shall not allow creation of any security interest thereon, except any pledge created on the equity in accordance with Party B’s Equity Pledge Contract;

It will cause the shareholder’s meeting and / or board of directors of Party C not to approve that any legitimate or beneficial interests in the equity held by Party B in Party C may be sold, transferred, mortgaged or otherwise disposed, or any other security interests may be created thereon, except the approval of any pledge created on Party B’s equity in accordance with Party B’s Equity Pledge Contract;

For Party C’s merging or combining with any person, or purchasing or investing in any person, without any prior written consent of Party A, Party B will cause the shareholder’s meeting or board of directors not to approve the same;

Any litigation, arbitration or administrative procedure which will or may occur related to its equity shall be notified to Party A immediately;

It will cause the shareholder’s meeting or board of directors of Party C to vote in favor of the transfer of the Purchased Equity provided for herein and take any other actions as required by Party A;

For maintaining its ownerships to the equity, it shall sign all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate charges or make an appropriate defense against all claims;

At the request of Party A, it will appoint any person designated by it as the director of Party C;

At the request of Party A at any time, it shall immediately transfer its equity to its designated representative unconditionally at any time, in accordance with the Equity Purchase Right provided for herein, and waive any preemptive right (if any) that it may have when another current shareholder transfers its corresponding equity; and

It shall strictly comply with the provisions of the Contract and any other contracts which signed by Party B and Party C jointly or separately with Party A, substantially perform its obligations under these contracts, and shall not conduct any act /omission sufficient to affect the validity and enforceability of these contracts. If Party B reserves any right to the equity hereunder or under the Equity Pledge Contract signed by the Parties hereto or under Party A’s Power of Attorney, Party B still shall not exercise such right unless as directed by Party A in writing to do so.

Representations and warranties

Each of them has the rights and capabilities to sign and deliver the Contract and any equity transfer contract (separately referred to as a Transfer Contract) to which it is a party and is signed for each transfer of the Purchased Equity hereunder, and perform its obligations and rights hereunder and under any Transfer Contract. Party B and Party C agree that they will execute a Transfer Contract consistent with the terms of the Contract when Party A exercises the Purchase Right. The Contract and the Transfer Contracts to which each of Party B and Party C is a party, once signed, constitute or will constitute its legally valid and binding obligations and may be enforced against it in accordance with the terms hereof and thereof;

Neither the execution and delivery of the Contract or any Transfer Contract nor the performance of their obligations hereunder or under any Transfer Contract will: (i) violate any relevant laws of China; (ii) have conflicts with the constitutional documents or other documents of Party C; (iii) cause any violation of any contract or document to which each of them is a party or which is binding on it, or constitute any default under any contract or document to which each of them is a party or which is binding on it; (iv) cause any violation of any conditions for any permits or approvals granted to any party to be granted and / or be continuously valid; or (v) cause any suspension or cancellation of any permits or approvals granted to any party or cause any conditions to be attached to such permits or approvals;

Party B has good and marketable ownership to its equity in Party C. Except Party B’s Equity Pledge Contract, Party B has no security interest created over the aforesaid equity;

Party C has good and marketable ownership to its equity, and Party C has no security interest created over the aforesaid equity;

Party C does not have any outstanding debts, except (i) the debts arising from its normal course of business, and (ii) any debts which have been disclosed to Party A and to which any written consent has been obtained from Party A;

Party C shall comply with all the laws and regulations applicable to acquisition of assets; and

Currently there are no litigations, arbitrations or administrative procedures which are pending or constitute a threat, and are related to the equity, Party C’s assets or Party C.

Effective date

Governing laws and dispute settlement

Governing laws

Methods for settling any disputes

Taxes and expenses

Notices

All notices and other communications required or sent under this Contract shall be delivered by hand, registered mail, postage prepaid or by commercial courier service or facsimile to the following addresses of the Party. Each notice shall also be sent by e-mail. The effective delivery date of such a notice is determined as follows:

If the notice is delivered by hand, courier service or registered mail, postage prepaid, the date when the notice is sent or rejected at the designated address of notice shall be the effective delivery date.

If the notice is sent by fax, the effective delivery date shall be the date of successful transmission (as evidenced by automatically generated transmission confirmation information).

For purpose of notices, the addresses of the Parties are specified as follows:

Either Party may change the address at which it receives the notices by giving a notice to the other Parties from time to time in accordance with this Clause.

Confidentiality Obligations

Further Warranties

Miscellaneous

Amendment, modification and supplement

Entire Contract

Titles

Language

Severability

Successors

Survivability

Any obligation arising out of or becoming due under the Contract prior to the expiration or early termination of the Contract shall survive the expiration or early termination of the Contract.

The provisions of Clauses 5, 7, 8 and 10.8 of this Contract shall survive the expiration or early termination of the Contract.

Waiver

CDP Information Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise established and existing in accordance with the laws of China, registered at Room 676-19, ▇▇▇▇▇▇▇▇ ▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇▇) Pilot Free Trade Zone;

▇▇▇▇▇▇ ▇▇▇▇, a Chinese citizen, whose identification number is: [            ];

Shanghai Caishuo Talent Information Consulting Co., Ltd., a limited liability Company established and existing in accordance with the laws of China, registered at 6 / F, Area A, ▇▇.▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.

A, Party B and Party C are hereinafter referred to individually as one Party and collectively as the Parties, in this Contract.

The Parties executed the Exclusive Purchase Right Contract (hereinafter referred to as the Original Contract of 2008) on June 4, 2008;

The Parties executed the Exclusive Purchase Right Contract (hereinafter referred to as the Original Contract) on September 30, 2016, superseding the Original Contract of 2008;

Party C increased its registered capital from ▇▇▇ ▇ million to ▇▇▇ ▇▇ million in January 2018 and now Party B holds 95% equity interest in Party C.

therefore, upon mutual negotiations, the Parties have reached the following supplementary agreement:

The following Clause 1.4.5 is added:

Clause 2.1.13 is modified to read as follows:

Clause 4 is modified to read as follows:

Clause 5.2 is modified to read as follows:

Clause 10.1 is modified to read as follows:

The Parties acknowledge that the Exclusive Purchase Right Contract signed by the Parties on June 4, 2008 shall become invalid and shall not be binding on the Parties as of the date of its replacement by the original Contract.

This Supplement is the Supplement to the Original Contract. The matters not covered herein shall be subject to the provisions of the Original Contract. In case of any conflict or inconsistency between this Supplement and the Original Contract, this Supplement shall prevail.

The provisions of this Supplement shall be deemed to be effective as of the effective date of the Original Contract of 2008 (if applicable).

This Supplement is made in Chinese and in three counterparts. Each of Party A, Party B and Party C shall hold one counterpart, and all the counterparts shall have the same effect.