Strictly Private & Confidential

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made as of the 16 day of September 2022.

Between

Lotus Asset Management Limited at

Flat 5608C, 56/F, Hopewell Centre, No.183 Queen’s Road East, Wan Chai, Hong Kong

(the “Company” or “Disclosing Party”)

-and-

Fountain IV Limited at

22nd Floor, Li Po Chun Chambers,

189 Des Voeux Road Central, Hong Kong

(the “Receiving Party”)

WHEREAS the Company, together with its Associates (jointly the “Group”), wishes to discuss with
Fountain IV Limited and its Associates (together, “Fountain IV”) the basis on which the parties can work
together in the fund investment (the “Project”). It will be necessary for the Group (to disclose to Fountain
IV certain information relating to the Disclosing Party’s current business activities and product offerings,
including but not limited to its financial reports and information relating to its (or its Associates’) proposed
future business activities, product offerings and such other information as may be disclosed relating to past,
current and future business activities for the purpose of enabling the parties to conduct further discussions of,
and to consider and evaluate, the proposed Project (the “Specified Purpose”).

NOW THEREFORE, in consideration of the promises, covenants and obligations contained in this
Agreement, the parties agree as follows:
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CONFIDENTIALITY UNDERTAKING

1. For the purposes of this letter agreement (this “Agreement”):

(a) “Confidential Information” means any confidential business, financial, operational, legal or
other information or data relating to the Project which is disclosed to the Receiving Party or any
of its respective directors, officers, employees, agents, representatives or advisers from the
Disclosing Party or any of its Associates, its or its Associates’ respective directors, officers,
employees, agents, representatives or advisers, including without limitation any information
relating to the Disclosing Party’s (or its Associates’) business, the content of the parties’
discussions to date and the future (including the fact of such discussions) and negotiations and
any other information disclosed by the Disclosing Party, for the avoidance of doubt,
Confidential Information does not include information (i) which was lawfully in the Receiving
Party’s possession without any confidentiality obligation prior to such disclosure; (ii) which at
the time of disclosure is in the public domain (or which after such disclosure, comes into the
public domain) other than through an unauthorised disclosure by such Receiving Party or any of
its Permitted Persons or Associates or any other person in breach of its confidentiality
obligations; (iii) which was or becomes legally available to the Receiving Party or its Permitted
Persons or Associates from a source other than the Disclosing Party and is not in violation of
any confidentiality obligation; or (vi) which is independently developed by the Receiving Party,
without reliance in whole or in part on the Confidential Information received from the
Disclosing Party;

(b) “Associate” means any person or entity (whether directly or indirectly) which controls or is
controlled by or is under common control with a party.

(c) "Control" means being entitled to excise or control 30% or more of the voting power at general
meeting of a company or any power to exercise significant influence over the operation or
financial policies of any person or entity; and

(d) “Permitted Persons” means a party’s directors, officers, employees, servants and professional
advisers whose knowledge of the Confidential Information is necessary for the Specified
Purpose.
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2. The Receiving Party shall keep all Confidential Information strictly confidential and not disclose any
such information to any other person without the Disclosing Party’s prior written consent except to such
Permitted Persons or Associates who are required to receive and acquire the Confidential Information on a
need-to-know basis for the Specified Purpose and/or for the purpose of implementing the Project.

3. If in any event that the Confidential Information does not belong to the Disclosing Party, the Disclosing
Party hereby confirm that he/she/it has the right to deliver such Confidential Information to the Receiving
Party and undertake to fully indemnify the Receiving Party in case the owner of the Confidential
Information makes any claim against the Receiving Party.

4. Notwithstanding the foregoing, the Receiving Party will not be liable for disclosure of the Confidential
Information if the Receiving Party becomes obliged to disclose information to (or pursuant to) any law,
regulation, regulatory authority, stock exchange, order of a court of competent jurisdiction or requirement
of a competent statutory or regulatory body or governmental authority (“Applicable Law”).

5. The Receiving Party shall:

(a) use the Confidential Information only in relation to the Project and for the Specified Purpose;

(b) notify all its Permitted Persons and Associates who receive Confidential Information of the
obligations, undertakings and restrictions of this Agreement; and

(c) upon Disclosing Party’s request, at the Receiving Party’s discretion, return to the Disclosing
Party or destroy all such Confidential Information, to the extent technically possible, and shall
not retain any copies thereof. Notwithstanding the foregoing, the Receiving Party may retain
such copy of Confidential Information as it may be required to do so to comply with its internal
compliance procedures or as required by any Applicable Law provided that such copy should
be retained subject to the confidentiality obligations under this Agreement.

6. The confidentiality obligations of the parties hereto in respect of the Confidential Information shall
terminate upon the earlier of (a) one year from the date hereof and (b) the execution of the definitive
documents in relation to the proposed Project (if any) .

7. Subject to the exception under Clause 2 above each of the parties undertakes not to disclose its
relationship with the other to any third party nor use either party’s name, trademark or brand in any
promotion or marketing or public announcement without the other party’s prior written consent.
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8. This Agreement (a) may be executed in counterparts and together shall constitute one and the same
agreement; and (b) constitutes the entire agreement between the parties regarding the subject matter
hereof and may not be assigned, transferred or modified except with the prior written consent of the
parties.

9. If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other
competent authority, all other provisions of this Agreement will remain in full force and effect and will not
in any way be impaired. If any provision of this Agreement is held to be invalid or unenforceable but
would be valid or enforceable if some part of the provision were deleted, the provision in question will
apply with the minimum modifications necessary to make it valid and enforceable.

10. This Agreement and any non-contractual obligations arising out of or in relation to it shall be governed
by and construed in accordance with the laws of Hong Kong. Any dispute, controversy or claim arising out
of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be
settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre under the Hong
Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of
Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The
arbitration proceedings shall be conducted in Chinese or English.

11. Unless expressly provided to the contrary in this Agreement, a person who is not a party has no right
under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or to enjoy the benefit of any
terms under this Agreement. Notwithstanding any terms in this Agreement, the consent of any third person
who is not a party is not required to rescind or vary this Agreement at any time.
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This Agreement is executed by the Parties and takes effect on the date at the beginning of this Agreement.

For and on behalf of Lotus Asset Management Limited

______________________________

Name: _ZHANG Zhe____________

For and on behalf of Fountain IV Limited

______________________________

Name: _________________________
Title: