Date: July 12, 2024 Equity Transfer Agreement Between Beijing Kuangfeng Information Technology Co., Ltd. and Shanghai Anguo Insurance Brokerage Co., Ltd.

(1)

Towngas Information Service Co., Ltd., a limited liability company established and existing under the laws of China, with Unified Social Credit Code ***, and its registered address at: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Transferee”);

(2)

Beijing Rongdiandian Information Technology Co., Ltd., a limited liability company established and existing under the laws of China, with Unified Social Credit Code ***, having its registered address at: ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the “Transferor”);

(3)

Beijing Kuangfeng Information Technology Co., Ltd., a limited liability company established and existing under the laws of China, with Unified Social Credit Code ***, having its registered address at: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Beijing Kuangfeng”);

(4)

Shanghai Anguo Insurance Brokerage Co., Ltd., a limited liability company established and existing under the laws of China, with Unified Social Credit Code ***, having its registered address at ▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇’▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (“Shanghai Anguo”, together with Beijing Kuangfeng referred to as the “Target Company”).

(A)

Beijing Kuangfeng is a limited liability company established and existing under the laws of China. As of the date of execution of this Agreement, Beijing Kuangfeng has a registered capital of RMB 40 million (fully paid), and the Transferor holds 100% of the equity interest in Beijing Kuangfeng.

(B)

Shanghai Anguo is a limited liability company established and existing under the laws of China. As of the date of this Agreement, Shanghai Anguo’s registered capital is RMB 60 million (fully paid), and the Transferor holds 100% equity interest in Shanghai Anguo. The Transferor intends to transfer its 100% equity interest in Shanghai Anguo to Beijing Kuangfeng, thereby changing Shanghai Anguo into its indirectly wholly-owned subsidiary (the “Structural Adjustment”).

(C)

As of the date of this Agreement, Shanghai Anguo holds a valid Insurance Brokerage Business License (Institution Code: 260404000000800) issued by the Shanghai Bureau of the National Financial Regulatory Administration, with an approved business scope of “designing insurance programs, selecting insurers, and handling insurance application procedures for policyholders throughout China (excluding Hong Kong, Macao, and Taiwan); assisting the insured or beneficiaries with claims; reinsurance brokerage business; providing disaster prevention, loss prevention, risk assessment, and risk management consulting services for clients; and other businesses approved by the insurance regulatory authority.” The license is valid until May 12, 2026.

(D)

The Transferee intends to purchase 100% equity of Beijing Kuangfeng (“Target Equity”) from the Transferor after the Completion of Structural Adjustment in accordance with the terms and conditions stipulated in this Agreement, and the Transferor intends to sell the Target Equity to the Transferee in accordance with the terms and conditions stipulated in this Agreement, thereby enabling the Transferee

(E)

Upon mutual agreement between the Transferor and the Transferee, and to demonstrate the Transferee’s sincerity and preliminary intention regarding this equity transfer, the Transferee has paid RMB Four Million (4,000,000) (“▇▇▇▇▇▇▇ Money”) to the Transferor on April 18, 2024.

1

Definitions and Interpretations

1.1

In this Agreement, relevant terms shall have the meanings defined in Appendix I.

1.2

The headings of each clause in this Agreement are included solely for convenience of reference and shall not affect the interpretation of this Agreement.

1.3

Unless otherwise specified, any reference to articles and annexes in this Agreement shall refer to the relevant articles and annexes of this Agreement.

1.4

Any reference to laws and regulations shall be construed as the laws and regulations of China that have been published and implemented, are from time to time amended or modified, and are currently in force; any reference to this Agreement or any other contract shall be construed as this Agreement or other contract as from time to time amended, modified, or updated.

1.5

Any reference to a party shall include such party’s lawful successors or assignees who acquire such party’s equity interests pursuant to the terms of this Agreement.

2

The Equity Transfer

2.1

For the purpose of this equity transfer, the Transferor intends to transfer its 100% equity interest in Shanghai Anguo to Beijing Kuangfeng, thereby changing Shanghai Anguo into its 100% indirectly-owned subsidiary company. Shanghai Anguo shall, and the Transferor and Beijing Kuangfeng shall procure Shanghai Anguo to, complete all registration and filing procedures required for the Structural Adjustment with the Market Supervision Administration within ten (10) working days after the execution of this Agreement (“Structural Adjustment Industrial and Commercial Procedures”), and submit necessary approval, filing, reporting and/or public disclosure procedures related to its shareholder change to the Financial Regulatory Authority within five (5) working days after the completion of the Structural Adjustment Industrial and Commercial Procedures (“Shanghai Anguo Filing Procedures”, the completion of both the Structural Adjustment Industrial and Commercial Procedures and Shanghai Anguo Filing Procedures shall be deemed as the “Completion of Structural Adjustment”).

2.2

The Transferee hereby agrees, in accordance with the terms and conditions stipulated in this Agreement, to purchase 100% equity interest in Beijing Kuangfeng held by the Transferor after the Completion of Structural Adjustment at the consideration specified in Article 2.4 of this Agreement, thereby indirectly holding 100% equity interest in Shanghai Anguo through Beijing Kuangfeng.

2.3

Upon completion of the Closing of this equity transfer, the shareholding structure of the Target Company shall be as shown in the following table:

2.4

As consideration for the purchase of the Target Equity, the Transferee shall pay to the Transferor the amount of RMB Forty Million (40,000,000) (the “Equity Transfer Price”). The Equity Transfer Price shall be adjusted based on the Net Asset Value of the Target Company as of the Closing Date as determined under Section 2.5; if the Net Asset Value is positive, the Equity Transfer Price shall be increased by the amount of such Net Asset Value; if the Net Asset Value is negative, the Equity Transfer Price shall be decreased by the absolute value of such Net Asset Value. The Equity Transfer Price shall be paid in installments as stipulated in Section 5, and is subject to the provisions of Section 13.2.1.

2.5

The accounting firm engaged by the Transferee (“Closing Auditor”) shall conduct an audit of the Target Company’s financial condition as of the Closing Date (“Closing Audit”), and shall issue audited consolidated financial statements of the Target Company prepared in accordance with Chinese Generally Accepted Accounting Principles (“Closing Audit Report”). The parties shall determine the Net Asset Value (i.e., the total owners’ equity) of the Target Company as of the Closing Date through negotiation based on the Closing Audit Report and the financial statements of the Target Company submitted by the Transferor on the Closing Date. With respect to the accounts receivable balance and accounts payable balance of the Target Company as of the Closing Date, if there is any discrepancy between the amount determined by the parties through negotiation and the amount disclosed in the financial statements of the Target Company submitted by the Transferor on the Closing Date, the parties shall confirm in writing the detailed list of such discrepancies within three (3) business days, and the list shall specify the commencement date of each accounts payable item. The parties shall verify and confirm on December 31, 2024 and the first (1st) anniversary of the Closing Date, respectively, the amount and corresponding details of accounts payable with an age exceeding one (1) year (including the date itself) for which the counterparty has not claimed payment. The Transferee shall pay such amount to the Transferor within three (3) business days after confirmation by both parties.

3

Payment Preconditions

3.1

First Installment Payment Preconditions

3.1.1

All parties have formally signed and delivered all transaction documents including this Agreement, and all terms of such transaction documents remain in full force and effect.

3.1.2

The Transferor and the Target Company have obtained their respective internal consents and completed all internal approval procedures (including but not limited to the consent of the actual controllers of the Transferor and the Target Company) and third-party consents (if required) for this equity transfer and this Agreement.

3.1.3

The Transferor has performed and complied with all covenants and obligations required to be performed by it under this Agreement in all material respects.

3.1.4

Since the shareholder of Shanghai Anguo has changed from the Transferor to Beijing Kuangfeng, Beijing Kuangfeng has continuously held 100% equity of Shanghai Anguo.

3.1.5

The change of Shanghai ▇▇▇▇▇’s shareholder from the Transferor to Beijing Kuangfeng has been legally completed through the Structural Adjustment Industrial and Commercial Procedures. The filing procedures for Shanghai Anguo have been submitted to the competent Financial Regulatory Authority in accordance with applicable laws. The Structural Adjustment (for the avoidance of doubt, the First Installment Payment Preconditions do not include the completion of Shanghai Anguo’s filing procedures) has not caused and will not cause any material adverse effect on Shanghai Anguo’s business operations or its holding and renewal of the Insurance Brokerage Business License.

3.1.6

Shanghai Anguo continuously and lawfully holds a valid Insurance Brokerage Business License, and there are no changes and/or matters that would have a material adverse effect on its possession and renewal of the Insurance Brokerage Business License.

3.1.7

All sixteen (16) branches of Shanghai Anguo continue to exist effectively, and their relevant information registered with the Financial Regulatory Authority remains lawful and valid.

3.1.8

The Target Company maintains normal operations, with no changes and/or matters having occurred that cause material adverse effects on the Target Company’s operations, financial condition, assets, or business. There are no pending or potential

3.1.9

The Representations and Warranties made by the Transferor and the Target Company in Section 7.1 of this Agreement shall remain true, accurate and not misleading from the date of execution of this Agreement, without any material omission.

3.1.10

The Transferor and the Target Company have issued to the Transferee a confirmation letter in the form set forth in Appendix III of this Agreement, confirming that all Payment Preconditions have been fully satisfied, along with all supporting documents evidencing such satisfaction.

3.2

Second Installment Payment Preconditions

3.2.1

The change of Shanghai ▇▇▇▇▇’s shareholder from the Transferor to Beijing Kuangfeng has been legally completed with all filing procedures duly fulfilled.

3.2.2

The First Installment Payment Preconditions stipulated in Article 3.1 shall continue to be satisfied (any First Installment Payment Preconditions waived by the Transferee shall have been satisfied by the Second Installment transfer date), and the deadline for relevant performance, representations, or warranties in the First Installment Payment Preconditions shall be updated to the transfer date of the Second Installment.

3.2.3

The Transferor has issued to the Transferee a confirmation letter in the form set forth in Appendix III of this Agreement, confirming that all conditions related to the Second Installment Payment Preconditions concerning the Transferor have been fully satisfied, along with all supporting documentation evidencing such satisfaction.

3.3

Third Installment Payment Preconditions

3.3.1

The Target Company has completed the Equity Transfer Industrial and Commercial Change Procedures as stipulated in Articles 4.1 and 4.2 with respect to this equity transfer.

3.3.2

Shanghai Anguo has submitted to the Transferor and the Transferee a list and relevant supporting documents for the business that remains uncompleted by Shanghai Anguo as of the date of the third installment transfer (“Existing Business”). The Transferor and the Transferee have acknowledged and approved such list and supporting documents without dispute. The Transferee, Shanghai Anguo have reached an agreement with the Transferor or its designated entity in writing regarding the Existing Business in accordance with Article 9 of this Agreement.

3.3.3

Shanghai Anguo has executed agreements regarding labor relationship arrangements with all employees required for carrying out the Existing Business as stipulated in Article 9 after the Closing Date (“Existing Business Employees”), establishing provisions that the Existing Business Employees shall be responsible for and shall exclusively conduct the Existing Business within Shanghai Anguo after the Closing Date. The number of Existing Business Employees shall not exceed ten (10) persons (inclusive). For the avoidance of doubt, “Existing Business Employees” as referenced in Article 3.3.3 of this Agreement shall be strictly limited to employees who have signed employment contracts, and shall not include insurance brokers or personnel under service or other contractual relationships.

3.3.4

Beijing Kuangfeng has terminated labor relationships with all employees, and Shanghai Anguo has terminated labor relationships with all employees except the Existing Business Employees as stipulated in Article 3.3.3 (collectively with all employees of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the “Non-retained Employees”) (for the avoidance of doubt, “Non-retained Employees” in Article 3.3.4 of this Agreement shall be limited to employees who have signed labor contracts, and shall not include personnel under insurance brokerage or other labor or contractual relationships). Any labor disputes arising from the termination of labor relationships shall not affect the satisfaction of this condition; such labor disputes shall be handled by the Transferor, with cooperation and assistance from other parties, and the Transferor shall bear and fully compensate the Target Company for all possible compensation and expenses that may be incurred as a result. This excludes qualified employees whom the Transferee intends to hire and has notified the Transferor in advance pursuant to Article 8.6.

3.3.5

Shanghai Anguo has executed a debt repayment agreement with the Transferor and/or entities designated in writing by the Transferor, in form and substance mutually acknowledged by the Transferor and Transferee, which stipulates provisions consistent with Article 10 regarding the Existing Debt under Article 10.

3.3.6

Shanghai Anguo has executed intellectual property transfer agreements and authorization agreements with the Transferor and/or entities designated by it in writing, stipulating provisions consistent with Article 11 regarding Shanghai Anguo’s transfer of all its intellectual property rights.

3.3.7

The Parties have reached consensus regarding the leased properties of the Target Company. For those leased properties confirmed by all Parties as no longer required by the Target Company after Closing (the Transferee shall provide to the Transferor a list of terminated leased properties in the format specified in Appendix II before the scheduled termination date of the first phase conditions; any properties not specified in the list shall be deemed as properties to be retained), the Target Company has executed termination agreements with the relevant lessors, and the relevant property lease relationships have been effectively terminated. All payables or receivables involved (including but not limited to rent, water and electricity fees, gas fees, property management fees, rental deposits, penalties, and payables related to disputes and controversies) have been fully settled.

3.3.8

With respect to the Closing Audit stipulated in Section 2.5, the Transferor and the Target Company have commenced providing necessary materials to the Closing Auditor (the Closing Auditor must submit a list of required materials to the Transferor and the Target Company prior to the Second Installment transfer date, otherwise this provision shall automatically become one of the Fourth Installment Payment Preconditions as stipulated in Section 3.4);

3.3.9

The First Installment Payment Preconditions stipulated in Article 3.1 and the Second Installment Payment Preconditions stipulated in Article 3.2 shall continue to be satisfied (the Second Installment Payment Preconditions waived by the Transferee shall have been satisfied by the date of the transfer of the remaining three installments), and the deadlines for relevant performance, representations, or warranties in the First Installment Payment Preconditions and Second Installment Payment Preconditions shall be updated to the date of the transfer of the remaining three installments.

3.3.10

The Transferor has issued to the Transferee a confirmation letter in the form set forth in Appendix III of this Agreement, confirming that all conditions related to it in the Third Installment Payment Preconditions have been fully satisfied, along with all supporting documentation proving such satisfaction.

3.4

Fourth Installment Payment Preconditions

3.4.1

The First Installment Payment Preconditions stipulated in Article 3.1, the Second Installment Payment Preconditions stipulated in Article 3.2, and the Third Installment Payment Preconditions stipulated in Article 3.3 continue to be satisfied (the Third Installment Payment Preconditions waived by the Transferee shall have been satisfied as of the Fourth Installment payment date);

3.4.2

The Transferor has issued to the Transferee a confirmation letter in the form set forth in Appendix III of this Agreement, confirming that all conditions related to it in the Fourth Installment Payment Preconditions have been fully satisfied, along with all supporting documentation proving such satisfaction.

3.5

Fifth Installment Payment Preconditions

3.5.1

The First Installment Payment Preconditions stipulated in Article 3.1, the Second Installment Payment Preconditions stipulated in Article 3.2, the Third Installment Payment Preconditions stipulated in Article 3.3, and the Fourth Installment Payment Preconditions stipulated in Article 3.4 continue to be satisfied;

3.5.2

The Transferor has issued to the Transferee a confirmation letter in the format shown in Appendix III of this Agreement, confirming that all conditions related to it in the Fifth Installment Payment Preconditions have been fully satisfied, along with all supporting documentation proving such satisfaction.

3.6

If any of the First Installment Payment Preconditions are not satisfied or waived in writing by the Transferee before the expiration of the scheduled termination date for the first installment conditions, the Transferee shall have the right to initiate termination of the agreement.

4

Registration Related to the Current Equity Transfer

4.1

Within five (5) working days after the completion of the filing procedures with Shanghai Anguo, Beijing Kuangfeng shall submit the registration and filing procedures for this equity transfer to the Market Supervision and Administration Department, and the Transferee shall provide all necessary materials and actively cooperate to register the Transferee as the sole shareholder of Beijing Kuangfeng, file the articles of association of Beijing Kuangfeng confirmed by the Transferee as its valid articles, register the personnel designated by the Transferee as the legal representative, director, manager and/or supervisor of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and obtain the updated business license (if any) (“Beijing Kuangfeng Industrial and Commercial Change Procedures”). If the Beijing Kuangfeng Industrial and Commercial Change Procedures cannot be submitted within the aforementioned time limit due to the Transferee’s failure to provide the required relevant materials or cooperation in a timely manner, the Transferee shall not hold the Transferor or Beijing Kuangfeng liable for Breach of Contract.

4.2

Within five (5) working days after the completion of the filing procedures with Shanghai Anguo, Shanghai Anguo shall submit the relevant filing procedures to the Market Supervision and Administration Department, and the Transferee shall provide all necessary materials and actively cooperate to ensure that the articles of association of Shanghai Anguo confirmed by the Transferee are filed as its valid articles of association, that the persons designated by the Transferee are registered as the legal representative, directors, managers and/or supervisors of Shanghai Anguo, and to obtain the updated business license (if any) (“Shanghai Anguo Industrial and Commercial Change Procedures”, together with Beijing Kuangfeng Industrial and Commercial Change Procedures, collectively referred to as the “Equity Transfer Industrial and Commercial Change Procedures”). If the Shanghai Anguo Industrial and Commercial Change Procedures cannot be submitted within the aforementioned time limit due to the Transferee’s failure to provide the necessary relevant materials or cooperation in a timely manner, the Transferee shall not hold the Transferor or Shanghai Anguo liable for Breach of Contract.

4.3

The Transferor, the Transferee and the Target Company shall procure that the Equity Transfer Industrial and Commercial Change Procedures be completed as soon as possible, and in no event later than the fifteenth (15th) working day after the completion of the Shanghai Anguo filing procedures. All parties shall provide all necessary cooperation for the Target Company to handle the Equity Transfer Industrial and Commercial Change Procedures, including but not limited to signing, issuing or providing transaction documents related to this equity transfer,

4.4

The Transferee shall ensure that the legal representative, directors, managers and/or supervisors designated in the Equity Transfer Industrial and Commercial Change Procedures meet the qualifications for registration and filing. If the Equity Transfer Industrial and Commercial Change Procedures cannot be completed as scheduled due to the Transferee’s failure to provide the aforementioned personnel list in a timely manner, or provision of a list that does not meet the relevant registration or filing qualifications, or for any other reasons attributable to the Transferee, the corresponding liability shall be borne by the Transferee and the Target Company.

5

Payment and Closing of the Equity Transfer Price

5.1

Fund Supervision

5.1.1

After the execution of this Agreement, the Transferor shall promptly designate a commercial bank (the “Co-managing Bank”), and both the Transferor and the Transferee shall establish Fund Supervision Accounts at the Co-managing Bank with themselves as the account holders respectively (the account with the Transferor as the account holder shall be referred to as the “Transferor’s Co-managed Account”, and the account with the Transferee as the account holder shall be referred to as the “Transferee’s Co-managed Account”, collectively or individually referred to as the “Fund Supervision Account”, with account management fees to be borne by the respective account holders).

5.1.2

The Equity Transfer Price (excluding the ▇▇▇▇▇▇▇ Money already paid to the Transferor) shall be transferred by the Transferee to the Fund Supervision Account as stipulated in this Agreement, and subsequently paid to the Transferor’s Collection Account specified in Article 5.8 in accordance with the terms and conditions set forth herein. The funds in the Fund Supervision Account shall be jointly supervised by the Transferor, the Transferee and the bank, subject to the provisions of this Agreement and the relevant Fund Supervision Agreement to be executed in due course.

5.2

First Installment

5.2.1

Subject to the provisions of Section 5.2.2, within seven (7) working days from the date on which the First Installment Payment Preconditions set forth in Section 3.1 are determined by the Transferee to have been fully satisfied (or waived in writing by the Transferee) prior to the scheduled termination date of the First Installment conditions, the Transferee shall pay to the Transferor the amount of RMB Sixteen Million (16,000,000) (“First Installment”).

5.2.2

Upon payment of the First Installment, the ▇▇▇▇▇▇▇ Money of RMB Four Million (4,000,000) previously paid by the Transferee to the Transferor prior to the execution of this Agreement shall automatically be converted into part of the First Installment. Consequently, the Transferee shall only be required to pay the amount of RMB Twelve Million (12,000,000), which is the First Installment amount minus the ▇▇▇▇▇▇▇ Money amount, and such payment shall be transferred by the Transferee to the Transferee’s Co-managed Account.

5.2.3

Within three (3) business days from the date when the Second Installment Payment Preconditions specified in Article 3.2 of this Agreement are determined by the

5.3

Second Installment

5.3.1

Within seven (7) business days from the date when the Second Installment Payment Preconditions specified in Article 3.2 of this Agreement are determined by the Transferee to have been fully satisfied (or waived in writing by the Transferee), the Transferee shall transfer RMB Fourteen Million (14,000,000) (the “Second Installment”) to the Transferor’s Co-managed Account.

5.3.2

Within three (3) business days from the date when the Third Installment Payment Preconditions described in Section 3.3 of this Agreement are determined by the Transferee to have been fully satisfied (or waived in writing by the Transferee), the Second Installment shall be paid from the Transferor’s Co-managed Account to the Transferor’s Collection Account. The payment of the Second Installment to the Transferor’s Collection Account and the transfer of the Third Installment to the Transferor’s Co-managed Account shall be deemed as the “Closing,” and the date of Closing shall be the “Closing Date.”

5.4

Third Installment

5.4.1

Within seven (7) business days from the date when the Third Installment Payment Preconditions set forth in Article 3.3 of this Agreement are determined by the Transferee to have been fully satisfied (or waived in writing by the Transferee), the Transferee shall transfer RMB Ten Million (10,000,000) (“Last Three Installments”) to the Transferor’s Co-managed Account, of which RMB Nine Million (9,000,000) shall constitute the “Third Installment.”

5.4.2

If the Equity Transfer Price is subject to adjustment pursuant to Article 2.4, the actual amount of the Third Installment paid to the Transferor’s Collection Account shall be correspondingly increased or decreased based on the increase or decrease in the Equity Transfer Price: where an increase is required, the Transferee shall pay the difference to the Transferor’s Collection Account; where a decrease is required, the remaining amount of the Third Installment in the Transferor’s Co-managed Account shall be refunded to the Transferee’s payment account. Furthermore, if the finally determined Equity Transfer Price is less than RMB Thirty-One Million (31,000,000), the difference shall be refunded, specifically:

a)

Within five (5) business days after the Transferee issues the refund notice, the Transferor shall pay to the Transferee the difference between the finally determined Equity Transfer Price and RMB Thirty-One Million (31,000,000); and

b)

RMB Nine Million (9,000,000) shall be refunded from the Transferor’s Co-managed Account to the Transferee’s payment account.

5.4.3

Subject to the continued satisfaction of the Third Installment Payment Preconditions, within seven (7) business days from the date of issuance of the Closing Audit Report (or, if the parties must negotiate to determine the adjustment to the Equity Transfer Price in accordance with Sections 2.4 and 2.5, from the date when the parties reach an agreement), the actual payment amount of the Third Installment as determined under Section 5.4.2 shall be paid from the Transferor’s Co-managed Account to the

5.5

Fourth Installment

5.5.1

Subject to the provisions of Section 5.5.2, within three (3) business days after the Transferee determines that all Fourth Installment Payment Preconditions as set forth in Section 3.4 of this Agreement have been satisfied (or waived in writing by the Transferee) following six (6) months from the Closing Date, the amount of RMB Five Hundred Thousand (500,000) (“Fourth Installment”) shall be paid from the Transferor’s Co-managed Account to the Transferor’s Collection Account.

5.5.2

In the event of circumstances stipulated in Article 13.2.1, the actual payment amount of the Fourth Installment shall be reduced by the amount of losses incurred by the Target Company.

5.6

Fifth Installment

5.6.1

Subject to the provisions of Section 5.6.2, after twelve (12) months from the Closing Date, within three (3) business days from the date when the Fifth Installment Payment Preconditions set forth in Section 3.5 of this Agreement are determined by the Transferee to have been fully satisfied (or waived in writing by the Transferee), the amount of RMB Five Hundred Thousand (500,000) (“Fifth Installment”) shall be paid from the Transferor’s Co-managed Account to the Transferor’s Collection Account.

5.6.2

In the event of circumstances stipulated in Article 13.2.1, the actual payment amount of the Fifth Installment shall be reduced by the loss amount of the Target Company.

5.7

From the Closing Date, the Transferee shall enjoy all shareholder rights and perform the corresponding shareholder obligations with respect to the Target Equity as a shareholder of Beijing Kuangfeng.

5.8

The bank account information for the Transferor to receive the Equity Transfer Price as stipulated in this Agreement (the “Transferor’s Collection Account”) is as follows:

6

Handover of Materials and Seals

6.1

Transfer of Materials

6.1.1

Business License, Loan Card, Account Opening Permit, Insurance Brokerage Business License, and all original and duplicate copies of certificates, qualifications, approvals, registrations, and filing documents required for the Target Company’s existence and operations.

6.1.2

All corporate governance documents of the Target Company, including articles of association and amendments thereto, board resolutions, meeting minutes, corporate rules and regulations.

6.1.3

All financial and tax materials of the Target Company, including financial statements, financial books, vouchers, bank cards, electronic keys of the opening banks, tax filings, and tax payment certificates.

6.1.4

Ownership certificates, contracts, purchase invoices, and other documentation of the Target Company’s assets (if any), including but not limited to vehicle registration certificates, asset purchase agreements, invoices and other relevant documents, instruction manuals, warranty cards, insurance contracts, insurance policies, and tax payment receipts for asset purchases.

6.1.5

The Target Company’s business operations, financial affairs, administrative electronic systems, documents and their passwords;

6.1.6

The login names, codes, passwords, etc. of the Target Company for accessing the declaration and registration systems of government regulatory authorities.

6.1.7

Documents related to Existing Business, including but not limited to all business contracts, supplementary agreements, and other materials.

6.1.8

The employment and management documents related to the Existing Business Employees as stipulated in Section 3.3.3 of this Agreement, including but not limited to employment contracts and their supplementary terms, employee confidentiality agreements (if any), employee non-competition agreements (if any), payroll lists, documents and certificates for purchasing social insurance;

6.1.9

Other materials and documents operated and managed by the Target Company.

6.2

The Parties hereby confirm that if the Target Company does not possess the materials stipulated in Article 6.1 of this Agreement prior to the execution of this Agreement, the Target Company and the Transferor shall not bear the obligation to deliver such materials.

6.3

Management and Handover of Seals

6.3.1

The Target Company and the Transferor hereby confirm that all currently valid seals and seal styles used by the Target Company are set forth in Appendix IV “List of Seals”.

6.3.2

The Target Company shall maintain relevant approval and usage records (including but not limited to electronic system records, paper records, etc.) for all seal usage from the date of execution of this Agreement until the Closing Date. The Transferee shall have the right to inspect the relevant records and retain copies thereof at any time (with two (2) business days’ prior notice) either remotely or on-site, and the Target Company and the Transferor shall fully cooperate. If the Target Company actually uses seals during the period from the date of execution of this Agreement to the Closing Date without recording or without truthfully and accurately recording such usage, any losses incurred by the Target Company resulting from matters related to such seal usage shall be borne by the Transferor, and shall be implemented in accordance with Sections 13.2.1 and 13.2.2 of this Agreement.

6.3.3

All seals of the Target Company shall be handed over to the personnel designated by the Transferee for management on the Closing Date.

7

Representations and Warranties

7.1

Representations and Warranties of the Transferor and the Target Company

7.1.1

It is a limited liability company legally established and validly existing under the laws of China, and it has taken all known necessary authorizations to sign and perform this Agreement.

7.1.2

Except as otherwise provided by applicable laws in respect of bankruptcy, liquidation and other matters, this Agreement, once executed, constitutes a legal, valid and binding obligation and is enforceable in accordance with its terms.

7.1.3

The execution, delivery, and performance of this Agreement does not and shall not (i) violate its articles of incorporation or bylaws, or (ii) conflict with any agreement, contract, or legal document to which it is a party, or constitute a breach under any agreement or document to which it is a party, or grant any other party the right to terminate, modify, accelerate performance, or revoke any agreement or document to which it is a party, or (iii) violate any applicable law, regulation, rule, or any order, judgment, or ruling of any court or governmental authority.

7.1.4

All information and documents provided by the Transferor and the Target Company to the Transferee pursuant to this Agreement, as well as all representations made, are true, accurate, and non-misleading in all material respects.

7.1.5

The representations, warranties and undertakings made by the Transferor and the Target Company in this Section 7.1 and Appendix V are true and accurate in all material respects from the date of execution of this Agreement to the Closing Date, without any falsehood, misleading statement or omission.

7.1.6

The Transferor and the Target Company have disclosed to the Transferee the existing facts or conditions of Shanghai Anguo (including but not limited to specific operational activities, business, assets, labor disputes, controversies, etc.) in Appendix VI Disclosure Letter to this Agreement, which the Transferee has acknowledged. Unless otherwise stipulated in this Agreement or other agreements separately executed by the parties, any existing or potential debts, external guarantees, liability for breach of contract, tort liability, litigation, ownership disputes, taxes payable, administrative penalties, and other liabilities or losses arising from the existing facts or conditions truthfully stated by the Transferor and the Target Company in Appendix VI Disclosure Letter to this Agreement shall be borne by the Transferee after the Closing Date, and neither the Transferee nor the Target Company shall hold the Transferor accountable.

7.2

Representations and Warranties of the Transferee

7.2.1

It is a limited liability company legally established and validly existing under the laws of China, and it has taken all necessary authorizations to execute and perform this Agreement.

7.2.2

Except as otherwise provided by applicable laws in respect of bankruptcy, liquidation and other matters, this Agreement, once executed, constitutes a legal, valid and binding obligation and is enforceable in accordance with its terms.

7.2.3

The execution, delivery, and performance of this Agreement does not and shall not (i) violate its Articles of Association or bylaws, or (ii) conflict with any agreement, contract, or legal document to which it is a party, or constitute a breach specified in any agreement or document to which it is a party, or grant any other party the right to terminate, modify, accelerate performance, or revoke any agreement or document to which it is a party, or (iii) violate any applicable law, regulation, rule, or any order, judgment, or ruling of any court or governmental authority.

7.2.4

All information and documents provided to the Transferor and all representations made pursuant to this Agreement are true, accurate, and not misleading.

8

Undertakings of the Transferor and the Target Company

8.1

During the period from the execution date of this Agreement to the Closing Date (the “Transition Period”), the Transferee may attend as a non-voting participant in important internal meetings of the Target Company (including but not limited to meetings of organizational bodies such as shareholders’ meetings, board of directors meetings, and board of supervisors meetings). The Target Company shall issue meeting notices and materials to the Transferee at the same time as they are issued to other meeting participants. The Transferee has the right to choose to attend meetings either in person or remotely via telephone, internet, or other means.

8.2

The Transferor and the Target Company hereby jointly and severally undertake to the Transferee that during the transition period, they shall manage the Target Company in good faith and in a reasonable manner for the purpose of achieving the objectives of this equity transfer.

8.2.1

Ensure that the Target Company legally and validly exists, and ensure that all approvals, registrations, permits, licenses, and filings related to the existence and business operations of the Target Company remain legal and valid, including but not limited to the business license of the Target Company, the Insurance Brokerage Business License of Shanghai Anguo, etc.

8.2.2

Maintain accounting methods consistent with those previously used in the normal course of business, adhering to the principle of accounting consistency, and shall not arbitrarily change or adjust accounting systems or policies, and preserve all financial statements and records related to its business (except for regulatory requirements imposed by the Transferee on the Target Company’s operations).

8.2.3

Prudently and reasonably treat the assets owned and liabilities borne by the Target Company.

8.2.4

Immediately notify the Transferee in writing of the factual details and causes of the following: (i) any matter reasonably expected to have a material adverse effect on the Target Company; (ii) any Representations and Warranties made by the Transferor or the Target Company under this Agreement, or any other statements, certificates or

8.2.5

In the event that the Target Company is subject to any litigation, arbitration, or other legal proceedings, or is presented with claims or other demands, or is threatened with any of the aforementioned circumstances, or when it becomes aware of any matter that may lead to the aforementioned circumstances, it shall immediately notify the Transferee in writing of the details of such matters.

8.3

The Transferor and the Target Company hereby jointly and severally undertake to the Transferee that during the transition period, except for instances including but not limited to those with the Transferee’s written consent or request, and actions implemented for the purpose of structural adjustment, intellectual property transfer, or other actions to fulfill the provisions of this Agreement, they shall ensure that the Target Company does not engage in any of the following activities:

8.3.1

Alter the registered capital and equity structure of the Target Company, introduce investors or effect any changes in equity, or execute any agreements, make any commitments or plans regarding the aforementioned matters (except when such actions are undertaken in compliance with the provisions of this Agreement);

8.3.2

Merger, division, dissolution, liquidation, or change of the company form;

8.3.3

Establish or close any branch institution or office;

8.3.4

Amend the articles of association of the Target Company (except for actions implemented pursuant to the provisions of this Agreement);

8.3.5

Change its legal representative, directors, managers and/or supervisors (except for such actions undertaken in performance of the provisions of this Agreement);

8.3.6

Sign contracts for equity investment, acquisition, merger, bank loans, entrusted operation, or engage in securities or financial derivatives investment.

8.3.7

Engage in any business activities beyond normal business operations;

8.3.8

Engage in any transaction with its affiliated institutions (except for actions undertaken in performance of the provisions of this Agreement);

8.3.9

Incur any new debt or contingent liabilities;

8.3.10

Provide guarantees in any form to any entity.

8.3.11

Distribute or effectively distribute the profits, dividends, or bonuses of the Target Company in any form;

8.3.12

Acquire, sell, lease or otherwise dispose of any assets, or enter into any agreement in relation to the aforementioned matters (except for such actions taken in performance of the provisions of this Agreement);

8.3.13

Engaging in any action that affects or may affect its recovery of accounts receivable.

8.3.14

To sign employment contracts or labor contracts or to employ any personnel in any other form.

8.3.15

Any new disputes, controversies, or potential disputes and controversies;

8.3.16

Engage in any action that impairs or may impair the interests of the Target Company;

8.3.17

Engage in any conduct that may adversely affect this equity transfer or the Target Company;

8.3.18

Implement any action that may constitute a breach by the Transferor or the Target Company of any representation, warranty, or commitment under this Agreement.

8.4

The Transferor and the Target Company hereby confirm that the Existing Business Employees stipulated in Article 3.3.3 are necessary personnel required for conducting the Existing Business. The Transferor shall urge the Existing Business Employees not to engage in any business activities beyond the Existing Business, and shall urge the Existing Business Employees to comply with all rules and regulations of Shanghai Anguo. Upon completion of the Existing Business, the Transferor shall take all reasonable actions to ensure the effective termination of the labor relationships between the Existing Business Employees and Shanghai Anguo and handle any related disputes or conflicts.

8.5

The Transferor shall urge the Existing Business Employees to conduct the Existing Business in compliance with laws and regulations. The operation of the Existing Business shall not cause material adverse impact on Shanghai Anguo’s business operations beyond the Existing Business or on its holding and renewal of the Insurance Brokerage Business License. In the event of any material adverse impact, the Transferee shall promptly notify the Transferor after the occurrence of such event and assist the Transferor in minimizing losses to the extent possible. All parties shall cooperate with each other and take all possible measures to minimize the impact, and the Transferor shall be liable for all losses consequently suffered by the Transferee and the Target Company.

8.6

Whereas the Transferee requires a certain period of time to appoint qualified employees as senior management personnel of insurance brokers, it may be necessary to temporarily defer the registration or filing procedures with the Market Supervision and Administration Department or Financial Regulatory Authority concerning the departure of certain Non-retained Employees of Shanghai Anguo. The Transferor and the Target Company hereby undertake that, in accordance with the actual needs of the Transferee, they shall assist the Transferee in jointly negotiating with the Non-retained Employees involved. All employment costs, breach of contract compensation, and other related expenses arising therefrom shall be borne by the Transferee.

9

Handling of Existing Business

9.1

The operating entity of the Existing Business is Shanghai Anguo. The Transferor and Transferee shall use their best efforts to support Shanghai Anguo and safeguard the interests of Existing Business clients and their corresponding policy brokers.

9.2

The Transferor shall be responsible for providing technical consulting services to ensure the handling of Existing Business for Shanghai Anguo. The technical consulting service agreement shall be separately executed by the Transferor and Shanghai Anguo, and shall take effect simultaneously with this Agreement.

9.3

The Parties hereby agree that a Technical Service Period shall be established for the technical service assurance and processing of the Existing Business, with the Technical Service Period commencing on the Closing Date and lasting for a period of four (4) years.

9.4

During the technical service period, Shanghai Anguo shall arrange Existing Business Employees to be responsible for connecting with customers and brokers to handle the Existing Business. If additional business personnel are required, the Transferor shall be responsible for

9.5

Shanghai Anguo undertakes to provide relevant resources required for the processing of Existing Business, and the Transferee guarantees to supervise and support Shanghai Anguo in fulfilling this undertaking.

9.6

The Transferor and the Transferee jointly undertake to urge and ensure the normal operation of Shanghai Anguo’s Existing Business.

10

Treatment of Existing Debt

10.1

The Transferor and the Target Company hereby confirm that the outstanding liabilities of the Target Company to the Transferor and its affiliated entities as of the Closing Date, as set forth in the Closing Audit Report, shall constitute the “Existing Debt.”

10.2

The Transferor hereby agrees and undertakes, and shall procure its relevant affiliates to agree, that the repayment of the Existing Debt shall be executed in accordance with the following arrangements:

10.2.1

Within ten (10) business days after the Closing Date, Shanghai Anguo shall repay to the Transferor and/or its affiliates the Existing Debt in an amount equal to the total cash balance in all its bank accounts at the time of repayment, including but not limited to the RMB Six Million (6,000,000) in the custodian account at Minsheng Bank Shanghai Branch that was previously advanced by the Transferor and/or its affiliates for Shanghai Anguo.

10.2.2

Shanghai Anguo shall fully repay the remaining Existing Debt within three (3) months after the Closing Date.

10.3

Notwithstanding the provisions of Sections 10.2.1 and 10.2.2, the repayment of the relevant Existing Debt shall be subject to the following provisions:

10.3.1

Article 13.2.2 of this Agreement;

10.3.2

As of the time when Shanghai Anguo shall repay the relevant Existing Debt, if the actual recovered amount of Shanghai ▇▇▇▇▇’s receivables as of the Closing Date (“Closing Date Receivables,” as specified in the Closing Audit Report; however, if there are significant discrepancies between the Closing Audit Report and the Target Company’s financial statements submitted by the Transferor on the Closing Date, the situation shall be determined after mutual verification and negotiation by both parties) (the “Recovered Receivables Amount”) is less than the amount of Existing Debt due for repayment at that time, Shanghai Anguo shall only repay the Existing Debt equal to the Recovered Receivables Amount. The remaining Existing Debt that should be repaid but remains unpaid shall be repaid after Shanghai Anguo recovers Closing Date Receivables greater than or equal to the amount of such Existing Debt, and no interest or penalties shall be calculated on such unpaid debt.

11

Intellectual Property

11.1

The Parties hereby confirm that, as of the date of execution of this Agreement, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ does not possess any intellectual property rights that need to be retained, and all intellectual property rights shall be transferred to the Transferor and/or entities designated in writing by the Transferor in accordance with Article 3.3.6 of this Agreement. If, after the Closing Date,

11.2

The Transferor warrants that the transfer of all intellectual property rights by Shanghai Anguo shall not cause any material adverse impact on Shanghai Anguo’s Existing Business operations or its holding and renewal of the Insurance Brokerage Business License, nor shall it result in Shanghai Anguo breaching any agreements it has signed or any arrangements it must comply with. All parties agree that upon the effectiveness of the relevant agreements signed by Shanghai Anguo for the transfer of all intellectual property rights (regardless of whether the registration or filing procedures with relevant government authorities for such transfer have been completed), Shanghai Anguo shall not bear any liability to any third party with respect to such intellectual property rights.

12

Termination

12.1

This Agreement shall be terminated upon the occurrence of any of the following circumstances:

12.1.1

This Agreement shall be terminated in accordance with Article 14 hereof due to the occurrence of Force Majeure events.

12.1.2

The Parties may terminate this Agreement by mutual written consent (in which case, this Agreement shall be terminated upon the execution of a written termination agreement by all Parties).

12.1.3

The Transferee shall have the right to unilaterally terminate this Agreement by written notice to the other signatories in accordance with Section 3.6 hereof (in which case, this Agreement shall be automatically terminated upon receipt of the Transferee’s written notice by the other signatories).

12.1.4

Prior to the Closing Date, if the Transferor and/or the Target Company commits an act that violates any of its representations, warranties, undertakings, or other obligations or provisions under this Agreement, and fails to rectify or effectively rectify such violation within thirty (30) business days after the Transferee’s request for correction, and if the parties fail to reach an agreement through consultation, the Transferee shall have the right to unilaterally terminate this Agreement by written notice to the other signatories (in such case, this Agreement shall be automatically terminated upon the receipt of the Transferee’s written notice by the other signatories).

12.2

Effects of Termination of This Agreement:

12.2.1

Upon termination of this Agreement pursuant to any provision under Article 12.1, the rights and obligations of the Parties hereunder shall cease. For the avoidance of doubt, the termination of this Agreement shall not affect any Liability for Breach of Contract and liability for damages that have accrued under this Agreement prior to its termination. The breaching party shall remain obligated to compensate the non-breaching party in accordance with the relevant provisions, and the non-breaching party shall retain the right to receive compensation or other legal remedies under this Agreement. The application of Articles 12.2.2, 12.2.3, and 12.2.4 shall not affect the simultaneous application of this Article 12.2.1.

12.2.2

In the event of termination of this Agreement pursuant to Article 12.1.1, the Transferor shall, within seven (7) business days from the date of termination of this Agreement, refund to the Transferee (i) the ▇▇▇▇▇▇▇ Money after deducting the costs and expenses

12.2.3

In the event that this Agreement is terminated pursuant to Article 12.1.3 or Article 12.1.4, the Transferor shall, within seven (7) business days from the date of termination, refund in full to the Transferee any Equity Transfer Price (including the ▇▇▇▇▇▇▇ Money) already paid.

12.2.4

Except for the circumstances stipulated in Article 12.1, if the Transferee unilaterally terminates this Agreement, the Transferor shall, within seven (7) business days from the date of termination of this Agreement and receipt of the Transferee’s written request, refund to the Transferee the Equity Transfer Price already paid by the Transferee (however, if the Target Company has commenced the matters involved in Article 3.3.4, the Transferor may first deduct the actual losses of the Transferor as mutually confirmed by both parties), but the ▇▇▇▇▇▇▇ Money need not be refunded.

13

Breach of Contract Liabilities

13.1

Unless otherwise stipulated in this Agreement, if any Party (the “Defaulting Party”) fails to perform, incompletely performs, or improperly performs its obligations under this Agreement, or breaches any of its representations, warranties, and undertakings in this Agreement or any terms of this Agreement, it shall constitute a default; in such case, the other Party (the “Non-defaulting Party”) shall have the right to determine to take one or more of the following remedial measures (for the avoidance of doubt, the Target Company and the Transferor shall be deemed as one party in this clause, meaning that if either the Target Company or the Transferor defaults, the non-defaulting party among the Target Company and the Transferor shall not enjoy the rights of the Non-defaulting Party under this clause):

13.1.1

Temporarily suspend the performance of its obligations under this Agreement, and resume performance after the defaulting party eliminates the breach.

13.1.2

To require the defaulting party to make prompt and effective remedies for its breach to eliminate adverse impacts or consequences, or to require the defaulting party to continue to fully perform its commitments and obligations.

13.1.3

The breaching party shall be required to compensate for all actual losses, which shall be confirmed by both parties (including but not limited to all expenses incurred in the signing, performance, and delivery of this Agreement, all expenses incurred in bearing legal liability to external parties, and reasonable attorney’s fees incurred in pursuing Liability for Breach of Contract).

13.1.4

Other remedies provided for by Chinese law and this Agreement.

13.2

At any time after the Closing Date, if any existing or potential debt, external guarantee, Liability for Breach of Contract, tort liability, litigation, ownership dispute, tax payable, administrative penalty, or other liability or loss of the Target Company arises due to facts or conditions existing prior to the Closing Date (including but not limited to business, assets, employees, labor workers, disputes or controversies, etc.), and such matters are not reflected in the disclosure letter in Appendix VI of this Agreement or the Closing Audit Report, the

13.2.1

If the Transferor fails to make compensation within the time specified in the Transferee’s written request, the Transferee shall have the right to deduct the amount of loss from the Fourth Installment and Fifth Installment. Specifically, if such deduction is made, the Fourth Installment or Fifth Installment paid from the Transferor’s Co-managed Account to the Transferor’s Collection Account shall only be the amount after deducting the loss amount, and the funds in the Transferor’s Co-managed Account corresponding to the loss amount shall be returned to the Transferee’s payment account. In the event that the loss amount exceeds the amount of the Equity Transfer Price that has not been paid to the Transferor’s Collection Account, all remaining funds in the Transferor’s Co-managed Account shall be returned to the Transferee’s payment account.

13.2.2

For the avoidance of doubt, if the deduction of the loss amount by the Transferee and Shanghai Anguo pursuant to Article 13.2.1 is still insufficient to compensate for the losses, the Transferor shall continue to make full compensation to the Transferee and/or the Target Company. And Shanghai Anguo shall have the right to defer the repayment of the Existing Debt and the payment of proceeds from the Existing Business. If the Transferor fails to make full compensation within three (3) months from the date when Shanghai Anguo should have originally paid the relevant amounts, Shanghai Anguo shall have the right to deduct the loss amount from the unpaid proceeds of the Existing Business. If such deduction is still insufficient to compensate for the losses, the Transferor shall continue to make full compensation; however, Shanghai Anguo shall not have the right to deduct the loss amount from the unpaid Existing Debt, but shall only have the right to defer the repayment of the Existing Debt until the Transferor makes full compensation.

14

Force Majeure

14.1

Events of Force Majeure

14.2

Disclaimer And Notice

14.2.1

When any Party is unable to perform any of its obligations under this Agreement due to a Force Majeure event, it shall immediately notify the other Parties and, within fifteen (15) business days thereafter, provide detailed information about such event and documents evidencing such event, explaining the reasons for its inability to perform or delay in performing all or part of the terms of this Agreement.

14.2.2

In the event of Force Majeure, neither party shall be liable to the other party for any damages, increased costs, or losses suffered due to such failure to perform or delay in performing this Agreement, and such failure to perform or delay in performing this Agreement shall not be deemed a breach.

14.2.3

The party claiming the occurrence of a Force Majeure event shall take appropriate measures to minimize or eliminate the impact of the Force Majeure event, and shall

14.3

Continuation of Force Majeure Events

15

Confidentiality

15.1

Except as otherwise provided in this Agreement, neither Party shall disclose, publicize or disseminate to the public or any third party any information related to this Agreement, or any information regarding the production, operation, investment, or any other aspects of the other Party that is known during the negotiation, execution, or performance of this Agreement (“Confidential Information”), unless such disclosure is made to affiliated organizations, supervisors, employees, customers, consultants, attorneys, and other professional service providers of the Parties who agree to comply with confidentiality obligations; nor shall either Party use such Confidential Information for the benefit of itself or any other person. Confidential Information does not include the following information:

15.1.1

Information that is not known to the public or has not become known to the public through acts in violation of confidentiality obligations.

15.1.2

Information independently developed or legally acquired under circumstances that do not violate confidentiality obligations.

15.1.3

Information obtained from individuals who do not have confidentiality obligations regarding Confidential Information.

15.2

If a Party or its Affiliates discloses any Confidential Information pursuant to applicable securities laws, regulations, or rules of the securities exchange where their respective securities are listed (as determined by their legal counsel), or in compliance with applicable laws, as required or mandated by any other regulatory authority or competent authority in any jurisdiction, such Party shall be entitled to make the minimum disclosure necessary to comply with such requirements and shall notify the other Party ten (10) business days prior to such disclosure or at the earliest practicable time.

16

Applicable Laws and Dispute Resolution

16.1

This Agreement shall be governed by and construed in accordance with the laws of China.

16.2

Any dispute, disagreement, or claim arising from or related to this Agreement shall be resolved through amicable negotiation between the parties as much as possible. If no resolution can be reached through negotiation within sixty (60) days after the first written notification by one party to the others, any party may submit the dispute to the Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai in Chinese language in accordance with its arbitration rules then in effect. The arbitration tribunal shall consist of three (3) arbitrators, and the arbitration award shall be final and binding on all parties.

16.3

The arbitration fees shall be borne by each party in accordance with the law and arbitration rules. The parties agree that if one party needs to take any legal action to enforce an arbitration

16.4

During negotiation, mediation, or arbitration, the parties shall continue to perform this Agreement, except for the matters in dispute.

17

Other Provisions

17.1

Full Consensus

17.2

Severability

17.3

Waiver

17.4

Notices

17.4.1

All notices between the parties shall be written in Chinese and may be delivered by personal delivery, courier, or electronic mail. Notices shall be sent to the following address:

17.4.2

Notice shall be deemed to have been served on the following dates:

a)

Delivered by designated personnel and deemed to be officially served upon delivery.

b)

If delivered by express courier, it shall be deemed officially served on the third (3rd) business day after the date of dispatch.

c)

Delivered by email and shall be deemed formally served when the email enters the recipient’s mail system.

17.4.3

During the term of this Agreement, each Party shall have the right to change its communication details for receiving notices at any time, provided that such change shall be immediately notified in writing to the other Parties to this Agreement in accordance with this Article, and the new communication details specified in the notice shall take effect from the date stipulated in this Agreement.

a)

The effective date designated in this Agreement notice; or

b)

If no effective date is specified or the specified effective date is less than five (5) days from the date of issuance of the notice, it shall take effect on the fifth (5) day after the issuance of the notice.

17.5

Cost Bearing

17.6

Text

17.7

Effective Date and Amendments