Common use of Management Independence Clause in Contracts

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises four executive Directors, two non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Xx. Xxxx is the chairman of the Board, our chief executive officer, executive Director and also a member of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Directors and senior management, all of whom have substantial experience in the industries in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management and our Board. See “Directors, Supervisors and Senior Management” for further details. Each of our Directors is aware of his/her fiduciary duties as a Director which require, among others, that he/she must act for the benefit of and in the best interests of our Company and not allow any conflict between his/her duties as a Director and his/her personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board and provide independent advice to our Board committees. In addition, our Directors shall not vote in any Board resolution approving any contract or arrangement or any other proposal in which he/she or any of his/her close associates have a material interest and shall not be counted in the quorum present at the particular Board meeting. Any connected transactions between our Group and our Single Largest Group of Shareholders or their respective associates will be subject to the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutions. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team are able to perform the managerial role in our Group independently. Operational Independence Despite that the Concerted Parties will continue to hold a substantial interest in our Company and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regarding, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate our business independently from our Single Largest Group of Shareholders. In addition, our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Shareholders or their respective close associates. We have also established a set of internal control measures to facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not expect that there will be any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after the [REDACTED]. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their close associates during the Track Record Period and will continue to operate independently Financial Independence During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings of our Group which involved a guarantee from our Single Largest Group of Shareholders was approximately RMB60 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Single Largest Group of Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES Each of the members of our Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to act in our Shareholders’ and our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures:

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises four consists of nine Directors, comprising three executive Directors, two three non-executive Directors and three independent non-executive Directors, . We consider that our Board and our Group has two senior management (who are not Directors). Although Xx. Xxxx is the chairman of the Board, our chief executive officer, executive Director and also a member Company will function independently from each of the our Single Largest Group of Shareholders, Shareholders and Xx. Xxxx is our executive Director and also a member of their close associates for the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Directors and senior management, all of whom have substantial experience in the industries in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management and our Board. See “Directors, Supervisors and Senior Management” for further details. Each following reasons: • each of our Directors is aware of his/her fiduciary duties as a Director director which require, among othersothers things, that he/she he must act for the benefit of and in the best interests of our Company and our Shareholders as a whole and must not allow any conflict between his/her duties as a Director and his/her personal interests. Further, we believe ; • our three independent non-executive Directors will bring independent judgment have extensive experience in different areas and have been appointed in accordance with the requirements of the Listing Rules to ensure that the decision-making process decisions of our Board are made only after due consideration of independent and provide independent advice to our Board committees. In addition, impartial opinions; • each of our Directors shall will not vote in any Board resolution approving any contract or arrangement or any other proposal in which he/she he or any of his/her his close associates have has a material interest and shall not be counted in the quorum present at the particular Board meeting. Any connected transactions between our Group ; and our Single Largest Group of Shareholders or their respective associates will be subject to the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We • we have established an internal control mechanism to identify connected related party transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutions. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team they are able to perform the managerial role in our Group independently. Operational Independence Despite that the Concerted Parties will continue to hold a substantial interest in our Company their roles as Directors independently and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regarding, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate manage our business independently from our Single Largest Group of ShareholdersShareholders and their close associates after the [REDACTED]. In additionFinancial Independence Our Group has an independent financial system. We make financial decisions according to our own business needs. We have opened accounts with banks independently and do not share any bank accounts with our Single Largest Group of Shareholders or their close associates. We have established an independent finance department as well as implemented sound and independent audit, accounting and financial management systems. We have adequate internal resources and a credit profile to support our organizational structure is made up daily operations. As of individual departmentsthe Latest Practicable Date, each with specific areas of responsibilities. None of our company secretarythere were no outstanding loans or guarantees provided by, operational personnel or administrative personnel is under the employment of granted to, our Single Largest Group of Shareholders or their respective close associates. Based on the above, we are of the view that there is no financial dependence on our Single Largest Group of Shareholders and their close associates. Operational Independence Our Group holds all of the relevant material licenses, qualifications and permits required for conducting our business. We have access to customers and suppliers independent of our Single Largest Group of Shareholders. We have our own accounting and financial department, human resources and administration department, internal control department and technology department (including research and development function) which have been in operation and are expected to continue to operate separately and independently from our Single Largest Group of Shareholders and their close associates. We have also established a set of internal control measures procedures and adopted corporate governance practices to facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not expect that there will be any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after the [REDACTED]. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their respective close associates during the Track Record Period and will continue to operate independently Financial Independence During and are of the Track Record Period view that they and up to the Latest Practicable Dateour senior management are capable of carrying on our business independently of, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely place undue reliance on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before associates after the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings of our Group which involved a guarantee from our Single Largest Group of Shareholders was approximately RMB60 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Single Largest Group of Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES Each of the members of our Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to act in our Shareholders’ and our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures:.

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises four two executive Directors, two four non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Both of Xx. Xxxx is the chairman of the Board, our chief executive officer, executive Director and also a member of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of Shareholders, our management and operational decisions Xx are made by all our executive Directors and Xx. Xxx is a non-executive Director. All the other Directors and other members of our senior management, all of whom have substantial experience in the industries in which we management are engaged and/or in their respective fields of expertiseindependent from our Controlling Shareholders. The balance daily operational and management decisions of power our Group are made collectively by our Board and authority is ensured by the operation of the our senior management team, and our Board. See “Directorswe have the capabilities and personnel to perform all essential administrative functions, Supervisors including finance, accounting, human resources and Senior Management” for further detailsbusiness management on a standalone basis. Each of our Directors is aware of his/his or her fiduciary duties as a Director Director, which require, among othersother things, that he/he or she must act acts for the benefit of and in the best interests of our Company and does not allow any conflict between his/his or her duties as a Director and his/his or her personal interests. Further, we believe In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our independent non-executive Directors will bring independent judgment to the decision-making process of our Board Group and provide independent advice to our Board committees. In addition, our Directors or their respective close associates, the interested Director(s) shall not vote in abstain from voting on any Board resolution resolutions approving any contract or contract, arrangement or any other proposal in which he/he or she or any of his/his or her close associates have has a material interest and shall not be counted in the quorum present at the particular relevant Board meeting. Any connected transactions between In addition, we believe our Group independent non-executive Directors individually and our Single Largest Group collectively have possessed the depth and breadth of Shareholders or their respective associates experience which will be subject enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions Rules to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutionsdecisions of the Board are made only after due consideration of independent and impartial opinions. Based on the above, our Directors are satisfied that our the Board as a whole whole, together with our senior management team are team, is able to perform the managerial role in our Group independently. Operational Independence Despite that the Concerted Parties will continue to hold a substantial interest their roles in our Company in managing our business independently. Financial Independence We have established an independent accounting and will be finance department and an independent internal control system. Our accounting and finance functions are independent of our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regardingControlling Shareholders, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate our business independently from our Single Largest Group of Shareholderswe can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Controlling Shareholders or their respective close associates. We have also established As of June 30, 2020, we had a number of outstanding loans with principal amounts and interests thereon of RMB80.9 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 25 of the Accountants’ Report as set of internal control measures out in Appendix I to facilitate the effective operation of this prospectus for more details. All such guarantees provided for our business. For details of benefit by our Group’s risk management Controlling Shareholders and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not expect that there their respective close associates will be fully discharged prior to the Listing. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other significant transactions between outstanding pledges or guarantees provided for our Group and benefit by our Single Largest Group of Controlling Shareholders upon or shortly after the [REDACTED]their respective close associates. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their close associates during the Track Record Period and will continue to operate independently Financial Independence During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings of our Group which involved a guarantee from our Single Largest Group of Shareholders was approximately RMB60 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Single Largest Group of Controlling Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES NON-COMPETITION UNDERTAKING Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on November 17, 2020, pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Single Largest Group Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of Shareholders has confirmed that he fully comprehends his obligations or to assist or act in concert with any other person, any business or investment activities in the PRC, Hong Kong and other territories where our Shareholders’ Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measuresGroup) from:

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises four two executive Directors, two three non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Xx. Xxxx Xxx is the chairman of the Board, our chief executive officer, an executive Director and also a member of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of ShareholdersControlling Shareholder, our management and operational decisions are made by all our executive Directors and senior management, most of whom have served our Group for a long time and all of whom have substantial experience in the industries industry in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management and our Board. See “Directors, Supervisors Directors and Senior Management” for further details. Each of our Directors is aware of his/his or her fiduciary duties as a Director which require, among others, that he/he or she must act for the benefit of and in the best interests of our Company and not allow any conflict between his/his or her duties as a Director and his/her his personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board and provide independent advice to our Board committeesBoard. In addition, our Directors shall not vote in any Board resolution approving any contract or arrangement or any other proposal in which he/she or any of his/her close associates have a material interest and shall not be counted in the quorum present at the particular Board meeting. Any connected transactions between our Group and our Single Largest Group of Shareholders or their respective associates will be subject to the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) See “– Corporate Governance Measures” for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutionsfurther details. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team are is able to perform the managerial role in our Group independently. Operational Independence Despite that the Concerted Parties Although our Controlling Shareholders will continue to hold retain a substantial controlling interest in our Company and will be our Single Largest Group of Shareholders us after the [REDACTED], we have full rights to make all decisions regardingon, and to carry out, our own business operations independently from our Single Largest Group of Shareholdersindependently. Our Company (Company, through our subsidiaries) , holds or enjoys the benefit of all relevant licenses and qualifications necessary to carry out on our businessescurrent business, and has sufficient capital, technologyfacilities, equipment, accesses to customers and suppliers, technology and employees to operate our the business independently from our Single Largest Group of Shareholders. In addition, our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Shareholders or their respective close associatesControlling Shareholder. We have also established a set access to third parties independently from and not connected to our Controlling Shareholder for sources of internal control measures to facilitate the effective operation of our business. For details of our Group’s risk management suppliers and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not expect that there will be any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after the [REDACTED]customers. Based on the above, our Directors are satisfied that we have been operating will be able to function and operate independently from our Single Largest Group of Controlling Shareholders and their close associates during the Track Record Period and will continue to operate independently associates. Financial Independence We have established our own finance department with a team of financial staff, who are responsible for financial control, accounting, reporting, group credit and internal control functions of our Company, independent from our Controlling Shareholders. We can make financial decisions independently and our Controlling Shareholders do not intervene with our use of funds. We have also established an independent audit system, a standardized financial and accounting system and a complete financial management system. In addition, we have been and are capable of obtaining financing from third parties without relying on any guarantee or security provided by our Controlling Shareholders or their respective associates. During the Track Record Period and up to as of the Latest Practicable Date, our Group has our own internal controlthere were no loans, accounting advances and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts balances due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before from the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings of our Group which involved a guarantee from our Single Largest Group of Shareholders was approximately RMB60 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Controlling Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe are of the view that we have the ability to operate they and our senior management are capable of carrying on our business independently from of, and do not place undue reliance on our Single Largest Group of Controlling Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Single Largest Group of Shareholders and their respective close associatesafter the [REDACTED]. CORPORATE GOVERNANCE MEASURES Each Our Directors recognize the importance of the members of our Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to act good corporate governance in protecting our Shareholders’ interests. We have adopted the following measures to safeguard good corporate governance standards and to avoid potential conflict of interests between our Group and our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measuresControlling Shareholders:

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises four two executive Directors, two four non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Both of Xx. Xxxx is the chairman of the Board, our chief executive officer, executive Director and also a member of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of Shareholders, our management and operational decisions Xx are made by all our executive Directors and Xx. Xxx is a non-executive Director. All the other Directors and other members of our senior management, all of whom have substantial experience in the industries in which we management are engaged and/or in their respective fields of expertiseindependent from our Controlling Shareholders. The balance daily operational and management decisions of power our Group are made collectively by our Board and authority is ensured by the operation of the our senior management team, and our Board. See “Directorswe have the capabilities and personnel to perform all essential administrative functions, Supervisors including finance, accounting, human resources and Senior Management” for further detailsbusiness management on a standalone basis. Each of our Directors is aware of his/his or her fiduciary duties as a Director Director, which require, among othersother things, that he/he or she must act acts for the benefit of and in the best interests of our Company and does not allow any conflict between his/his or her duties as a Director and his/his or her personal interests. Further, we believe In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our independent non-executive Directors will bring independent judgment to the decision-making process of our Board Group and provide independent advice to our Board committees. In addition, our Directors or their respective close associates, the interested Director(s) shall not vote in abstain from voting on any Board resolution resolutions approving any contract or contract, arrangement or any other proposal in which he/he or she or any of his/his or her close associates have has a material interest and shall not be counted in the quorum present at the particular relevant Board meeting. Any connected transactions between In addition, we believe our Group independent non-executive Directors individually and our Single Largest Group collectively have possessed the depth and breadth of Shareholders or their respective associates experience which will be subject enable them to bring independent and impartial judgment to the decision-making process of our Board. Our independent non-executive Directors have been appointed in accordance with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions Rules to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutionsdecisions of the Board are made only after due consideration of independent and impartial opinions. Based on the above, our Directors are satisfied that our the Board as a whole whole, together with our senior management team are team, is able to perform the managerial role in our Group independently. Operational Independence Despite that the Concerted Parties will continue to hold a substantial interest their roles in our Company in managing our business independently. Financial Independence We have established an independent accounting and will be finance department and an independent internal control system. Our accounting and finance functions are independent of our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regardingControlling Shareholders, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate our business independently from our Single Largest Group of Shareholderswe can make financial decisions independently. In addition, we are capable of obtaining financing from independent third parties without relying on any guarantee or security provided by our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Controlling Shareholders or their respective close associates. We have also established As of December 31, 2019, we had a number of outstanding loans in an aggregate amount of RMB91.5 million guaranteed by our Controlling Shareholders and their respective close associates. See “Financial Information — Related Party Transactions” and Note 24 of the Accountants’ Report as set of internal control measures out in Appendix I to facilitate the effective operation of this document for more details. All such guarantees provided for our business. For details of benefit by our Group’s risk management Controlling Shareholders and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not expect that there their respective close associates will be any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after fully discharged prior to the [REDACTED]. Save as disclosed herein, as of the Latest Practicable Date, there were no other outstanding loans, advances or non-trade balances due to or from our Controlling Shareholders or their respective close associates, nor were there any other outstanding pledges or guarantees provided for our benefit by our Controlling Shareholders or their respective close associates. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their close associates during the Track Record Period and will continue to operate independently Financial Independence During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings of our Group which involved a guarantee from our Single Largest Group of Shareholders was approximately RMB60 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Single Largest Group of Controlling Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES NON-COMPETITION UNDERTAKING Each of our Controlling Shareholders (collectively, the “Covenantors” and each, a “Covenantor”) entered into a deed of non-competition (the “Deed of Non-competition”) in favor of our Company on [●], pursuant to which each of the Covenantors has, among other things, irrevocably and unconditionally undertaken, jointly and severally, with our Company that, at any time during the Relevant Period (as defined below), the Covenantor shall not, and shall procure that his/its close associates (other than members of our Single Largest Group Group) will not, directly or indirectly, carry on, engage in, invest in, participate in, attempt to participate in, render any services to, provide any financial support to or otherwise be involved in or interested in, whether alone or jointly with another person and whether directly or indirectly or on behalf of Shareholders has confirmed that he fully comprehends his obligations or to assist or act in concert with any other person, any business or investment activities in the PRC, Hong Kong and other territories where our Shareholders’ Company carries out business which is the same as, similar to or in competition with the business carried on or contemplated to be carried on by any member of our Group from time to time (the “Restricted Business”). The above restrictions do not prohibit any of the Covenantors and his/its close associates (excluding members of our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measuresGroup) from:

Management Independence. The day-to-day management of the business of our Group rested primarily with our Board and our senior management as of the Latest Practicable Date. Our Board comprises four executive Directors, two non-executive Directors and three independent non-executive Directors, and our Group has two senior management (who are not Directors). Although Xx. Xxxx is the chairman of the Board, our chief executive officer, executive Director and also a member of the Single Largest Group of Shareholders, and Xx. Xxxx is our executive Director and also a member of the Single Largest Group of Shareholders, our management and operational decisions are made by all our executive Directors and senior management, all of whom have substantial experience in the industries in which we are engaged and/or in their respective fields of expertise. The balance of power and authority is ensured by the operation of the senior management and our Board. See “Directors, Supervisors and Senior Management” for further details. Each of our Directors is aware of his/her fiduciary duties as a Director which require, among others, that he/she must act for the benefit of and in the best interests of our Company and not allow any conflict between his/her duties as a Director and his/her personal interests. Further, we believe our independent non-executive Directors will bring independent judgment to the decision-making process of our Board and provide independent advice to our Board committees. In addition, our Directors shall not vote in any Board resolution approving any contract or arrangement or any other proposal in which he/she or any of his/her close associates have a material interest and shall not be counted in the quorum present at the particular Board meeting. Any connected transactions between our Group and our Single Largest Group of Shareholders or their respective associates will be subject to the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval (if applicable) for a connected transaction as appropriate. We have established an internal control mechanism to identify connected transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutions. Based on the above, our Directors are satisfied that our Board as a whole together with our senior management team are able to perform the managerial role in our Group independently. Operational Independence Despite that the Concerted Parties will continue to hold a substantial interest in our Company and will be our Single Largest Group of Shareholders after the [REDACTED], we have full rights to make all decisions regarding, and to carry out, our own business operations independently from our Single Largest Group of Shareholders. Our Company (through our subsidiaries) holds or enjoys the benefit of all relevant licenses necessary to carry out our businesses, and has sufficient capital, technology, equipment, accesses to customers and suppliers, and employees to operate our business independently from our Single Largest Group of Shareholders. In addition, our organizational structure is made up of individual departments, each with specific areas of responsibilities. None of our company secretary, operational personnel or administrative personnel is under the employment of our Single Largest Group of Shareholders or their respective close associates. We have also established a set of internal control measures to facilitate the effective operation of our business. For details of our Group’s risk management and internal control systems, please refer to “Business — Risk Management and Internal Control.” Our Directors do not expect that there will be any other significant transactions between our Group and our Single Largest Group of Shareholders upon or shortly after the [REDACTED]. Based on the above, our Directors are satisfied that we have been operating independently from our Single Largest Group of Shareholders and their close associates during the Track Record Period and will continue to operate independently Financial Independence During the Track Record Period and up to the Latest Practicable Date, our Group has our own internal control, accounting and financial management system and we make financial decisions independently according to our own business needs. We have independent bank accounts and do not share any of our bank accounts, loan facilities or credit facilities with our Single Largest Group of Shareholders or their close associates. In addition, our Group has sufficient capital and credit facilities to operate our business independently, and has adequate internal resources and credit profile to support our daily operations. We do not rely on our Single Largest Group of Shareholders and/or their close associates by virtue of their provision of financial assistance. Our Directors confirm that all non-trade amounts due to or from, and loans or guarantees provided by our Single Largest Group of Shareholders and their respective close associates, will be fully repaid or released before the [REDACTED]. As at the Latest Practicable Date, the amount of total bank borrowings and lease liabilities of our Group which involved a guarantee guarantees from our Single Largest Group of Shareholders was approximately RMB60 RMB94.4 million. For further details of guarantees provided by our Single Largest Group of Shareholders during the Track Record Period, see Note 32 36 to the Accountant’s Report as set out in Appendix I. Our Directors believe that we are capable of obtaining financing from external sources without reliance on our Single Largest Group of Shareholders. With respect to any future financial assistance to be provided to, or received from, our connected persons, including our Single Largest Group of Shareholders, our Group shall comply with the requirements under Chapter 14A of the Listing Rules, including the requirements of reporting, announcement and independent Shareholders’ approval as appropriate, and undertake to provide or receive such financial assistance on normal commercial terms or better. Based on the above, our Directors believe that we have the ability to operate independently from our Single Largest Group of Shareholders and their respective close associates from a financial perspective and are able to maintain financial independence from our Single Largest Group of Shareholders and their respective close associates. CORPORATE GOVERNANCE MEASURES Each of the members of our Single Largest Group of Shareholders has confirmed that he fully comprehends his obligations to act in our Shareholders’ and our best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures: