Exclusive Equity Interest Option Agreement

Huikang

Lufax

Xfame

SALE AND PURCHASE OF EQUITY INTEREST

Option Granted

Party B hereby irrevocably and unconditionally grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in any Subsidiary then held by Party B once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Subject to the terms and conditions of this Agreement and to the extent permitted by PRC laws and regulations, Party A shall be entitled to absolute discretion over the time, manner and times to exercise the Option. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of any Subsidiary held by Party B. Each Subsidiary hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

On the date of the execution of this Agreement, Party B shall deliver to Party

two undated duly executed Transfer Agreement in a form and substance satisfactory to Party A and/or substantially in the form set out the Appendix; and

all other documents as required by and satisfactory to Party A in order to effect a valid transfer of any Optioned Interests.

Steps for Exercise of Equity Interest Purchase Option

Equity Interest Purchase Price and Its Payment

Transfer of Optioned Interests

Party B shall cause each Subsidiary to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);

Party A shall have the right to effect the transfer of any and all of the Optioned Interests into its name or the name(s) of its Designee(s) and/or without liability on the part of Party A in the event of loss, act in all respects as the beneficial owner of the Optioned Interests.

Notwithstanding the foregoing, Party B and each Subsidiary shall execute all other necessary contracts, agreements or documents (including without limitation the Articles of Association of the company), obtain all necessary government licenses and permits (including without limitation the Business License of the company) and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B’s Share Pledge Agreement. “Party B’s Share Pledge Agreement” as used in this Section and this Agreement shall refer to the relevant Share Pledge Agreement executed by and among Party B, each Subsidiary and Party A as of the date hereof, under which Party B pledges all of its equity interests in a Subsidiary in favor of Party A.

COVENANTS

Covenants regarding Party B and Party C

Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of any Subsidiary, increase or decrease its registered capital, or change its structure of registered capital in other manners;

They shall maintain each Subsidiary’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs, and to cause each Subsidiary to perform its obligations under the Exclusive Business Cooperation Agreement; “Exclusive Business Cooperation Agreement” in this Section and Agreement refers to the exclusive business cooperation agreement executed by Party A and each Subsidiary on the execution date of this Agreement, under which Party A provides relevant business support, technical and consulting service to each Subsidiary;

Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of any Subsidiary or legal or beneficial interest in the business or revenues of any Subsidiary, or allow the encumbrance thereon of any security interest, other than those necessary in the ordinary course of business;

After mandatory liquidation described in Section 3.7 below, Party B will remit in full to Party A any residual interest Party B receives or cause it to happen in compliance with law. If such transfer is prohibited by the laws of PRC, Party B will remit the proceeds to Party A or its designated person(s) in a manner permitted under the laws of PRC;

Without the prior written consent of Party A, Party C shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained;

They shall always operate all of each Subsidiary’s businesses during the ordinary course of business to maintain the asset value of each Subsidiary and refrain from any action/omission that may affect any Subsidiary’s operating status and asset value;

Without the prior written consent of Party A, they shall not cause any Subsidiary to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 100,000 shall be deemed a major contract);

Without the prior written consent of Party A, they shall not cause any Subsidiary to provide any person with any loan or credit or guarantee in any form;

They shall provide Party A with information on any Subsidiary’s business operations and financial condition at Party A’s request;

If requested by Party A, they shall procure and maintain insurance in respect of each Subsidiary’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate the businesses similar to those operated by each Subsidiary;

Without the prior written consent of Party A, they shall not cause or permit any Subsidiary to merge, consolidate with, acquire or invest in any person, and/or cause or permit any Subsidiary to sell assets with a value higher than RMB 100,000;

They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to any Subsidiary’s assets, business or revenue and any circumstances that may adversely affects any Subsidiary’s existence, business operation, financials, assets or goodwill, and shall promptly take all actions acceptable by Party A to exclude such adverse circumstances or take effective remedies therefor;

To maintain the ownership by each Subsidiary of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Without the prior written consent of Party A, they shall ensure that each Subsidiary shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, each Subsidiary shall immediately distribute all distributable profits to its shareholders; and

At the request of Party A, they shall appoint any persons designated by Party A as directors of each Subsidiary or replace any existing director(s) of any Subsidiary.

Covenants of Party B

Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in any Subsidiary held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B’s Share Pledge Agreement;

Party B shall not put forward, or vote in favor of, any shareholder resolution to, or otherwise request any Subsidiary to, issue any dividends or other distributions with respect to its equity interest in the Subsidiary; provided, however, in the event that Party B receives any profit, distribution or dividend from any Subsidiary, Party B shall, as permitted under the laws of PRC and in the interest of the Subsidiary, immediately pay or transfer such profit, distribution or dividend to Party A or to any party designated by Party A as service fees under the Exclusive Business Cooperation Agreement payable by the Subsidiary to Party A;

Party B shall cause the shareholders’ meeting and/or the board of directors of each Subsidiary not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in any Subsidiary held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B’s Share Pledge Agreement;

Party B shall cause the shareholders’ meeting or the board of directors of each Subsidiary not to approve the Subsidiary’s merger or consolidation with any person, or the acquisition of or investment in any person, or other matters that require the prior written consent of Party A under this Agreement, without the prior written consent of Party A;

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in any Subsidiary held by Party B;

Party B shall cause the shareholders’ meeting or the board of directors of each Subsidiary to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

To maintain Party B’s ownership in each Subsidiary, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Party B shall appoint any designee of Party A as director of each Subsidiary, at the request of Party A;

At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in each Subsidiary to Party A or its Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the share transfer by any of the other existing shareholders of each Subsidiary (if any); and

Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, each Subsidiary and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests under this Agreement, the Party B’s Share Pledge Agreement or the Voting Trust Agreement among the same parties hereto, Party B shall not exercise such rights except in accordance with the written instructions of Party A; and

Party B agrees to pledge to Party A all the equity interest owned of Party C and execute relevant share pledge agreements.

REPRESENTATIONS AND WARRANTIES

They have the authority to execute and deliver this Agreement and any equity interest transfer agreement with respect to the Optioned Interests to which they are a party (each, a “Transfer Agreement”), and to perform their obligations under this Agreement and any Transfer Agreement. Party B agrees to enter into Transfer Agreements consistent with the terms of the Appendix of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option if requested by Party A. This Agreement and the Transfer Agreements to which they are a party constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

On demand made by Party A at any time during the continuance of this Agreement, if Party B has not already done so, they shall procure that the equity and such other equity interest transfer as Party A may stipulate in writing are transferred into the name of Party A and/or its nominee(s) who shall hold the equity upon and subject to the terms of this Agreement and such transfers are registered in the books of the company and relevant registration or filing with the competent industry and commerce authority is completed.

The execution and delivery of this Agreement or any Transfer Agreement and the obligations under this Agreement or any Transfer Agreement shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of any Subsidiary; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

Party B has a good and merchantable title to the equity interests in each Subsidiary it holds. Except for this Agreement and Party B’s Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

Each Subsidiary has a good and merchantable title to all of its assets, and except for the Exclusive Asset Option Agreement executed among Party A, Party B and each Subsidiary as of the date hereof, each Subsidiary has not placed any security interest on the aforementioned assets;

Each Subsidiary does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained;

If the laws of PRC requires it to be dissolved or liquidated, a Subsidiary shall sell all of its assets to the extent permitted by the laws of PRC to Party A or another qualifying entity designated by Party A, at the lowest selling price permitted by applicable laws of PRC. Any obligation for Party A or the qualifying entity designated by Party A to pay the Subsidiary as a result of such transaction shall be forgiven by the Subsidiary or any proceeds from such transaction shall be paid to Party A or the qualifying entity designated by Party A in partial satisfaction of the service fees under the Exclusive Business Corporation Agreement, as applicable under then-current laws of PRC;

Each Subsidiary has complied with all laws and regulations of China; and

There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in any Subsidiary, assets of any Subsidiary or any Subsidiary.

EFFECTIVENESS AND TERM

GOVERNING LAW, RESOLUTION OF DISPUTES AND CHANGE IN LAWS

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

In case of promulgation or any change to or in any Chinese law, regulation or rule, or any change to or in the interpretation or application of the same anytime after execution of this Agreement, the following agreement shall apply: (a) if any Party would enjoy more benefits under any changed or new law than under the relevant law, regulation or rule in effect at the date of this Agreement, without any material adverse effect upon the other Parties, the Parties shall promptly apply for such benefits brought by the changed or new law. The Parties shall make best efforts to procure the approval of such application; and (b) if the aforementioned law change or promulgation causes any direct or indirect material adverse effect to either Party, this Agreement shall be implemented in its original terms and conditions. However, the Parties shall try all lawful means to procure exemption from compliance with such changed or new law provisions. In the event such adverse effect on the economic interest of either Party is unable to be resolved pursuant to this Agreement, the affected Party may give notice to the other Parties, and the Parties shall hold prompt discussion and make all necessary amendments to this Agreement so as to maintain the economic benefits otherwise enjoyed by the affected Party.

Subject to PRC laws, the arbitration tribunal may award remedies over the shares or land assets of Party B, injunctive relief (including but not limited to matters of business or compel the transfer of assets) or award the winding-up of Party B. Any party shall have the right to apply for enforcement of arbitration awards to the court with jurisdiction after the arbitration awards come into force. Subject to PRC laws, the courts of Hong Kong and China also have jurisdiction for the enforcement of the arbitration awards and the interim remedies against the shares or land assets of Party B.

TAXES AND FEES

NOTICES

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

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

CONFIDENTIALITY

FURTHER WARRANTIES

MISCELLANEOUS

Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

If The Stock Exchange of Hong Kong Limited (“SEHK”) or any other relevant regulatory authority or stock exchange requests any amendment to this Agreement or if there is any change to the Rules Governing the Listing of Securities on the SEHK or any other relevant stock exchange rules that is relevant to the terms of this Agreement, the Parties shall make corresponding changes to the terms of this Agreement.

Entire agreement

Headings

Language

Severability

Successors

Survival

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

The provisions of Sections 5, 7 and this Section 10.7 shall survive the termination of this Agreement.

Assignment

Liabilities for Breach of Agreement

Waivers