Confidentiality Agreement English versionMUTUAL NON-DISCLOSURE AGREEMENTThis Agreement is made and entered into this day of the Effective Date by and between Company Registration N

mpanies, has a 50% or more ownership interest.(2) “Confidential Information” means any and all technical, financial, business, and other information disclosed by either Party hereto (the “Disclosing Party”) to the other Party hereto (the “Receiving Party”) in connection with the Evaluation that is marked as “confidential”, “proprietary”, or with a similar legend, or that the Receiving Party knows or should reasonably know is confidential or proprietary based on the circumstances of disclosure.(3) “Representatives” means, with respect to either Party hereto, its officers, directors, employees, agents, consultants, advisors, and legal counsel.2. CONFIDENTIALITY OBLIGATIONS2.1 The Receiving Party shall keep all Confidential Information of the Disclosing Party in the strictest confidence and shall not use, disclose, or permit access to any such Confidential Information except as expressly permitted by this Agreement.2.2 The Receiving Party shall limit access to the Confidential Information to its Representatives who have a need to know such information for the Evaluation. The Receiving Party shall ensure that each such Representative is informed of the confidential nature of the Confidential Information and is bound by obligations of confidentiality and non-use at least as restrictive as those contained herein.2.3 The Receiving Party shall use the same degree of care to protect the confidentiality of the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information that comes to its attention.2.4 The confidentiality obligations set forth in this Agreement shall not apply to any Confidential Information that:(1) was already known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by the Receiving Party’s written records;(2) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records;(3) is or becomes publicly available through no breach of this Agreement or other wrongful act of the Receiving Party or its Representatives;(4) is received from a third party without any breach of this Agreement or other wrongful act by the Receiving Party or its Representatives;(5) is required to be disclosed by applicable law, regulation, court order, or other legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and reasonable assistance in obtaining a protective order or other appropriate relief; or(6) is disclosed with the prior written consent of the Disclosing Party.3. TERM AND TERMINATION3.1 This Agreement shall commence on the Effective Date and shall continue in effect until the earlier of the following events:(1) The execution of a definitive agreement between the Parties with respect to the Evaluation; or(2) The termination of this Agreement by either Party upon written notice to the other Party.3.2 Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party in its possession or control, including all copies thereof, and shall provide written certification of such return or destruction upon request.4. NO LICENSE; NO OBLIGATION TO PROCEED4.1 This Agreement does not grant to either Party any license or rights in or to any Confidential Information of the other Party except as expressly set forth herein.4.2 Neither Party shall be obligated to proceed with the Evaluation or to enter into any definitive agreement with the other Party, and each Party reserves the right to terminate discussions at any time, for any reason, or for no reason at all.5. MISCELLANEOUS5.1 This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the Parties, whether oral or written.5.2 This Agreement may not be amended or modified except in writing signed by both Parties.5.3 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.5.4 This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China, without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be in Beijing and the language of the arbitration shall be in English.5.5 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.5.6 This Agreement may be executed by electronic signature or facsimile signature and shall be deemed valid and binding upon the Parties to the same extent as if executed in ink.6. SIGNATURESIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. (“Disclosing Party”) (“Receiving Party”)By: By: Name: Name:Title: Title: Date: Date