Exhibit 1.1

ZHIHU INC.

23,400,000 Class A Ordinary Shares

(US$0.000125 par value per share)

International Underwriting Agreement

[April 14], 2022

Credit Suisse (Hong Kong) Limited (“CS”) 

Level 88, International Commerce Centre 

1 Austin Road West 

Kowloon 

Hong Kong

J.P. Morgan Securities (Asia Pacific) Limited (“JPM APAC”) 

28/F, Chater House

8 Connaught Road Central 

Hong Kong 

China International Capital Corporation Hong Kong Securities Limited (“CICC”) 

29/F, One International Finance Centre 

1 Harbour View Street 

Central 

Hong Kong

CMB International Capital Limited (“CMBI”) 

45/F, Champion Tower

3 Garden Road 

Central 

Hong Kong

CS, JPM APAC, CICC and CMBI, collectively, as the Joint Global Coordinators (as defined herein), and on behalf of the Joint Bookrunners (as defined herein), the Joint Lead Managers (as defined herein) and the several International Underwriters named in Schedule I-B hereto

J.P. Morgan Securities (Far East) Limited (“JPM Far East”) 

28/F Chater House

8 Connaught Road Central 

Hong Kong

CS, JPM Far East, CICC and CMBI, collectively, as the Joint Sponsors (as defined herein)

J.P. Morgan Securities LLC (“JPM LLC”)

383 Madison Avenue 

New York, NY 10179 

United States 

as an International Underwriter

Ladies and Gentlemen:

Innovation Works Development Fund, L.P., Innovation Works Holdings Limited, Qiming Venture Partners III, L.P., Qiming Managing Directors Fund III, L.P., Qiming Venture Partners III Annex Fund, L.P., SAIF IV Mobile Apps (BVI) Limited, and CTG Evergreen Investment XX Limited (the “Selling Shareholders”), as shareholders of Zhihu Inc., a company incorporated in the Cayman Islands with limited liability (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement” or “International Underwriting Agreement”), to sell to the several international underwriters named in Schedule I-B hereto (the “International Underwriters”) or to the purchasers procured by the International Underwriters an aggregate of 23,400,000 Class A ordinary shares (the “Firm Shares”) and, Innovation Works Development Fund, L.P. and Innovation Works Holdings Limited (the “Over-allotment Shareholders”) proposes, subject to the terms and conditions stated in this agreement, to sell to the International Underwriters or to the purchasers procured by the International Underwriters, at the election of the International Underwriters, up to 3,900,000 additional Class A ordinary shares (the “Option Shares”) of US$0.000125 par value per share of the Company (the “Shares”) to be listed on The Stock Exchange of Hong Kong Limited (the “SEHK”) and traded in Hong Kong dollars (the Firm Shares and the Option Shares are collectively referred to herein as the “International Offer Shares” and the offering and sale of the International Offer Shares is referred to herein as the “International Offering”).The Company and the Selling Shareholders have entered into an agreement dated April 8, 2022 (the “Hong Kong Underwriting Agreement”) relating to the offering and sale by the Hong Kong Selling Shareholders to the public in the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China (“PRC”) of initially an aggregate of 2,600,000 Shares (the “Hong Kong Offer Shares”), to be underwritten through arrangements with certain underwriters in Hong Kong (the “Hong Kong Underwriters”). The offering and sale of the Hong Kong Offer Shares is referred to herein as the “Hong Kong Public Offering.” Except as the context may otherwise require, the International Underwriters and the Hong Kong Underwriters are collectively referred to herein as the “Underwriters” and this Agreement and the Hong Kong Underwriting Agreement are collectively referred to herein as the “Underwriting Agreements,” the International Offering and the Hong Kong Public Offering are collectively referred to herein as the “Global Offering,” and the International Offer Shares and the Hong Kong Offer Shares are collectively referred to herein as the “Offer Shares.”

The International Offer Shares and the Hong Kong Offer Shares are being offered at an identical price of HK$[●] per Share (the “Offer Price”), which is exclusive of the brokerage fee per Share of 1.0% of the Offer Price (the “Brokerage”), a trading fee per Share of 0.005% of the Offer Price (the “Trading Fee”) imposed by The Stock Exchange of Hong Kong Limited (the “SEHK”) and a transaction levy (the “Transaction Levy”) of the aggregation of the transaction levy at the rate of 0.0027% of the Offer Price in respect of the Offer Shares imposed by the Securities and Futures Commission of Hong Kong (the “SFC”) and the transaction levy at the rate of 0.00015% of the Offer Price in respect of the Offer Shares imposed by the Financial Reporting Council (the “FRC”), in each case, payable by the purchasers of the International Offer Shares or the Hong Kong Offer Shares, as applicable.

A prospectus dated April 11, 2022 (the “Hong Kong Prospectus”) has been prepared and used in connection with the Hong Kong Public Offering. The Company has made an application for listing the Shares on the Main Board of the SEHK, and CS, JPM Far East, CICC and CMBI are acting as the joint sponsors of the Company’s application for listing (the “Joint Sponsors”).

The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement” as defined under Rule 405 under the U.S. Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), on Form F-3 (File No. 333-264200) relating to the registration of the Shares. Such registration statement, at the time it became effective, or, if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, including the exhibits and any schedules thereto, the documents incorporated or deemed to be incorporated by reference therein and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, is referred to herein as the “Registration Statement;” the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus;” any preliminary form of the prospectus (including the Basic Prospectus and any preliminary prospectus supplement) relating to the Offer Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a “Preliminary International Prospectus;” the Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale (as defined below), is hereinafter called the “Pricing Prospectus;” the Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Offer Shares in the form first used to confirm sales of the Offer Shares (or in the form first made available to the International Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter called the “Final International Prospectus;” any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary International Prospectus, the Disclosure Package (as defined below) or the Final International Prospectus shall be deemed to refer to and include the documents incorporated by reference therein; and any reference to any amendment or supplement to the Registration Statement, the Basic Prospectus, any Preliminary International Prospectus or the Final International Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Offer Shares filed with the SEC pursuant to Rule 424(b) under the Securities Act and any documents filed under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary International Prospectus, or the Final International Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; any oral or written communication with potential investors undertaken in reliance on Rule 163B under the Securities Act is hereinafter called a “Testing-the-Waters Communication”; any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Offer Shares is hereinafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by those Issuer Free Writing Prospectuses and other documents and information set forth in Schedule II to this Agreement, all considered together, are herein referred to collectively as the “Disclosure Package.” As used herein, the “Time of Sale” means the time when sales of the International Offer Shares were first made, which for purposes of this Agreement is [●] [a.m.]/[p.m.] Hong Kong time on the date of this Agreement.

CS, JPM APAC, CICC and CMBI shall act as the joint global coordinators for the International Offering and the Hong Kong Public Offering (collectively, the “Joint Global Coordinators,” and each a “Joint Global Coordinator”). CS, JPM APAC, JPM LLC (in relation to the International Offering only), CICC, CMBI, CCB International Capital Limited and Haitong International Securities Company Limited shall act as the joint bookrunners for the International Offering and the Hong Kong Public Offering (collectively, the “Joint Bookrunners,” and each a “Joint Bookrunner”) and that CS, JPM APAC, JPM LLC (in relation to the International Offering only), CICC, CMBI, CCB International Capital Limited and Haitong International Securities Company Limited shall act as the joint lead managers for the International Offering and the Hong Kong Public Offering (collectively, the “Joint Lead Managers,” and each a “Joint Lead Manager”). The International Underwriters hereunder and the Hong Kong Underwriters are simultaneously entering into an agreement between the International Underwriters and the Hong Kong Underwriters (the “Agreement Between Syndicates”), which provides, among other things, that the Joint Global Coordinators shall have the right to allocate Offer Shares between the International Offering and the Hong Kong Public Offering. The Company hereby acknowledges the appointment of the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers by the International Underwriters and the Hong Kong Underwriters.

The obligations of each of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters as stipulated in this Agreement are several (and not joint or joint and several). None of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters will be liable for any failure on the part of any of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers or International Underwriters to perform their respective obligations under this Agreement and no such failure shall affect the right of any of the other Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers or International Underwriters to enforce the terms of this Agreement. Notwithstanding the foregoing, each of the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters shall be entitled to enforce any or all of its rights under this Agreement either alone or jointly with the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters. Some of the international underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC.

Reference is made to a Stock Borrowing Agreement (the “Stock Borrowing Agreement”), dated on or around the date hereof, between Innovation Works Development Fund, L.P. and Innovation Works Holdings Limited (the “Lender”) and Credit Suisse (Hong Kong) Limited (the “Borrower”), also the Stabilizing Manager (as defined below), pursuant to which the Lender has agreed to lend to the Borrower an aggregate of up to 3,900,000 Shares during the term of Stock Borrowing Agreement to facilitate the settlement of over-allocations.

Capitalized terms used and not otherwise defined herein (including in the Schedules hereto) shall have the meanings set forth in the Hong Kong Underwriting Agreement. Anything herein or therein to the contrary notwithstanding, the respective closings under this Agreement and the Hong Kong Underwriting Agreement are hereby made expressly conditional on one another. The terms “herein,” “hereof,” “hereto,” “hereunder,” “hereby,” “hereinafter” and similar terms, as used in this Agreement shall, in each case refer to this Agreement as a whole and not to any particular section, subsection, paragraph, sentence or other subdivision of this Agreement. The term “or,” as used herein is not exclusive, and the use of the term “including” shall be without limitation. The term “business day,” as used herein shall mean a day (other than Saturday or Sunday) on which banking institutions in the PRC, Hong Kong and New York are all open generally for normal banking business.

As used herein, “Affiliate” has the meaning as defined in Rule 501(b) under the Securities Act; “Encumbrance” means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, or other third party claim, right, interest or preference granted to any third party, or any other encumbrance or security interest of any kind; “Governmental Authority” means any administrative, governmental or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organization or other non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case whether national, central, federal, provincial, state, regional, municipal, local, domestic, foreign or supranational; “Laws” means any and all national, central, federal, provincial, state, regional, municipal, local, domestic or foreign laws (including, without limitation, any common law or case law), statutes, ordinances, legal codes, regulations or rules (including, without limitation, any and all regulations, rules, orders, judgments, decrees, rulings, opinions, guidelines, measures, notices or circulars (in each case, whether formally published or not and to the extent mandatory or, if not complied with, the basis for legal, administrative, regulatory or judicial consequences) of any Governmental Authority); “Sanctions Laws and Regulations” means (i) any sanctions or export control measures related to or administered or enforced by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury (including, without limitation, the designation as a “specially designated national or blocked person” thereunder), the U.S. Department of State, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) (including, without limitation, designation on the BIS “Entity List” or “Denied Persons List”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs (“SECO”) or the Swiss Directorate of International Law, the Monetary Authority of Singapore (“MAS”), the Hong Kong Monetary Authority (“HKMA”) or any other relevant sanctions authority, or any orders or licenses publicly issued under the authority of any of the foregoing, and (ii) any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the U.S. Trading With the Enemy Act, the U.S. International Emergency Economic Powers Act, the U.S. Export Control Reform Act, the U.S. Countering America’s Adversaries Through Sanctions Act, the U.S. United Nations Participation Act, the U.S. Syria Accountability and Lebanese Sovereignty Act, or the United States Iran Sanctions Act of 2006, the Comprehensive Iran Sanctions Accountability and Divestment Act, all as amended, or any of the foreign assets control regulations of the U.S. Department of the Treasury (including, without limitation, 31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto; and “Taxes” or “Taxation” means all forms of taxation whenever created, imposed or arising and whether of Hong Kong, the PRC or of any other part of the world and, without prejudice to the generality of the foregoing, includes all forms of taxation on or relating to profits, salaries, interest and other forms of income, taxation on capital gains, sales and value added taxation, business tax, estate duty, death duty, capital duty, stamp duty, payroll taxation, withholding taxation, rates and other taxes or charges relating to property, customs and other import and excise duties, and generally any taxation, duty, impost, levy, rate, charge or any amount payable to taxing, revenue, customs or fiscal authorities whether of Hong Kong, the PRC or of any other part of the world, whether by way of actual assessment, loss of allowance, withholding, deduction or credit available for relief or otherwise, and including all interest, additions to tax, penalties or similar liabilities arising in respect of any taxation. References in this Agreement to knowledge, information, belief or awareness or similar terms (“knowledge”) of any person shall be treated as including but not limited to any knowledge, information, belief and awareness which the person would have had if such person had made due, diligent and careful enquiries. “Material Adverse Effect” means a material adverse effect or any development involving a prospective material adverse effect, on the assets, liabilities, general affairs, business, management, performance, prospects, shareholders' equity, position or condition (financial or otherwise), results of operations, or prospects of the Group, taken as a whole.

In this Agreement, the exercise of any right, duty, power, authority or discretion of the Joint Global Coordinators shall be effective if a simple majority of the Joint Global Coordinators elects to exercise such right, duty, power, authority or discretion, and any such right, duty, power, authority or discretion exercised by the Joint Global Coordinators shall be conclusive and binding on the International Underwriters (including, for the avoidance of doubt, the other Joint Sponsors, the Joint Bookrunners and the Joint Lead Managers).

1.            Sale and Purchase.

[In addition, the Selling Shareholders shall pay to [all Underwriters] an incentive fee of a total amount of [●], to be allocated among such Underwriters in the same proportions, as nearly as may be practicable, as their respective percentage of entitlement of the underwriting commission as set forth in Schedule I-A out of the aggregate percentage of underwriting commission of all such Underwriters.]

For the avoidance of doubt, (i) no such underwriting commission or incentive fee referred to in this Section 1(f) shall be deducted from the amounts payable to the Company hereunder at such Time of Delivery, and the underwriting commission and/or the incentive fee referred to in this Section 1(f) payable to the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) will be paid by the Company to the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) directly, after the Company receives the proceeds from the Global Offering (after deducting the Trading Fee, the Transaction Levy, the Brokerage or stamp duty in accordance with the Clause 5.1 of the Hong Kong Underwriting Agreement or Section 2(d) of this Agreement), and (ii) 94% of the total proceeds (minus Brokerage, Trading Fee, Transaction Levy and stamp duty) from the Global Offering will be initially paid to the Selling Shareholders by the Company within five business days after the Listing Date proportional to the relevant Selling Shareholders Proportion, subject to further adjustment in accordance with the following:

2.            Payment and Delivery.

3.            Representations and Warranties.

(a) The Company represents and warrants to, and agrees with, each of the Joint Global Coordinators, Joint Sponsors, Joint Bookrunners, Joint Lead Managers and the International Underwriters the terms as set forth in Part A of Schedule III hereto. Each of such representations and warranties is made on the date hereof and deemed to be repeated as of the Time of Sale and at each Time of Delivery (as defined in Section 2 hereof) unless otherwise specifically set forth herein with reference to the facts and circumstances then subsisting.

(b) Each of the Selling Shareholders, severally but not jointly, represents and warrants to each of the Joint Global Coordinators, Joint Sponsors and International Underwriters as set forth in Part B of Schedule III hereto. Each of such representations and warranties is made on the date hereof and deemed to be repeated as of the Time of Sale and at each Time of Delivery (as defined in Section 2 hereof) unless otherwise specifically set forth herein with reference to the facts and circumstances then subsisting. For the avoidance of doubt, representations and warranties given by each of the Selling Shareholder shall be limited to representations and warranties with respect to itself only as set forth under Part B of Schedule III hereto and no Selling Shareholder shall be liable for representations and warranties given by the Company and/or another Selling Shareholder. Any reference to "representations and warranties" by or otherwise relate to a Selling Shareholder under this Agreement shall be construed accordingly.

Any certificate signed by any officer or director of the Company and delivered to the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers or the International Underwriters or any counsel for the International Underwriters in connection with the International Offering shall be deemed to be a representation and warranty by the Company as to matters covered thereby, to each of the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters.

4.            Covenants of the Company.

(B) if at any time prior to the First Time of Delivery Date (i) any event shall occur or condition shall exist as a result of which the Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Disclosure Package to comply with law, to notify the International Underwriters thereof as promptly as practicable and forthwith prepare and, subject to paragraph (iii) above, file with the Commission (to the extent required) and furnish to the International Underwriters and to such dealers as the Joint Global Coordinators may designate, such amendments or supplements to the Disclosure Package as may be necessary so that the statements in the Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that the Disclosure Package will comply with the Laws;

5.            Covenants of the Selling Shareholders. Each of the Selling Shareholders, severally but not jointly, agrees and undertakes with each of the Joint Global Coordinators, the Joint Sponsors and the International Underwriters to comply with the following:

6.            Issuer Free Writing Prospectus and Testing-the-Waters Communication.

(a)            The Company represents and agrees that, without the prior consent of the Joint Global Coordinators, it has not made and will not make any offer relating to the Offer Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act; each International Underwriter represents and agrees that, without the prior consent of the Company and the Joint Global Coordinators, it has not made and will not make any offer relating to the Offer Shares that would constitute a free writing prospectus required to be filed with the SEC; any such free writing prospectus the use of which has been consented to by the Company and the Joint Global Coordinators is listed on Schedule II hereto;

(b)            The Company has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the SEC or retention where required and legending;

(c)            The Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the Pricing Prospectus or the Final International Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Joint Global Coordinators and, if requested by the Joint Global Coordinators, will prepare and furnish without charge to each International Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission; provided, however, that this representation, warranty and undertaking shall not apply to any statements or omissions contained in any Issuer Free Writing Prospectus made in reliance upon and in conformity with the International Underwriter Information (as defined below); and

(d)            The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Joint Global Coordinators; and (ii) it has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication other than those agreed to by the Joint Global Coordinators; and the Company reconfirms that the International Underwriters have been authorized to act on its behalf in engaging in Testing-the-Waters Communications.

7.            Covenant of the Company and Selling Shareholders to Pay Costs. The Company and the Selling Shareholders covenant and agree with each of the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters to pay or cause to be paid all costs, expenses, fees, charges and Taxes in connection with or incidental to the Global Offering (whether or not the Global Offering is consummated), which shall include, without limitation, those relating to:

which shall be borne by the Company and the Selling Shareholders in the proportion of 75% and 25%, respectively, and the Company and the Selling Shareholders shall pay or cause to be paid, in the proportion of 75% and 25% respectively, all the fees, costs, charges, Taxation and expenses incurred in connection with the dual primary listing of the Class A Shares on the Main Board including, without limitation, Brokerage, Trading Fee and Transaction Levy payable by the Company and the Selling Shareholders and any stamp or capital duty or other similar tax arising from the creation, issue and allotment or sale of Offer Shares pursuant to the Global Offering (the "Offering Expenses"), and excluding Taxation imposed in respect of net income or profit by a taxing jurisdiction wherein the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Underwriters are incorporated, resident or have a fixed place of business, imposed on or with respect to any commission or fees received by any of such parties pursuant to this Agreement. Each Selling Shareholder shall bear the Offering Expenses proportional to their relevant Selling Shareholder Proportion.

The Company shall further pay to the Joint Sponsors the sponsor fee, or other fees and expenses of such amount and in such manner as have been separately agreed between the Company (or any member of the Group) and the Joint Sponsors pursuant to and in accordance with the terms of the engagement letters of the Joint Sponsors with the Company.

For the avoidance of doubt, 1) the Company and the Selling Shareholders shall reimburse the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and International Underwriters) the stamp duty for the Offer Shares referred to in Section 7 which have been incurred and paid or are liable to be paid by the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and International Underwriters); and 2) fees and expenses of all agents, consultants and advisors of to the Selling Shareholders, including its legal advisors, as well as all costs and expenses incurred by the Selling Shareholders related to the Global Offering shall be borne by the Selling Shareholders.

8.      Conditions to the Obligations of the International Underwriters. The several obligations of the International Underwriters hereunder are subject to (x) all the respective representations and warranties and other statements herein on the part of the Company and the Selling Shareholders being true and accurate and not misleading as of or before each Time of Delivery, (y) the performance and compliance with by the Company and the Selling Shareholders of all of their obligations and undertakings hereunder and (z) the following additional conditions precedent; provided, however, that the Joint Global Coordinators may, in their sole and absolute discretion, waive or modify (with or without condition(s) attached) any condition precedent set forth in this Section 8; provided, further, that, with respect to the First Time of Delivery, the latest time for the Joint Global Coordinators to exercise its discretion in respect of the conditions set forth in this Section 8 shall be 8:00 a.m., Hong Kong time, on the day of the First Time of Delivery:

9.            Indemnity and Contribution.

10.            Increase in International Underwriters’ Commitments.

11.            Effective Date of this Agreement; Termination.

(i)            there develops, occurs, exists or comes into force:

which, in any such case individually or in the aggregate, in the sole and absolute opinion of the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the International Underwriters): (A) has or will have a Material Adverse Effect; or (B) has or will have or may have a material adverse effect on the success of the Global Offering or the level of Offer Shares being applied for or accepted or subscribed for or purchased or the distribution of Offer Shares and/or has made or is likely to make or may make it impracticable or inadvisable or incapable for any material part of this Agreement, the Hong Kong Public Offering or the Global Offering to be performed or implemented as envisaged; or (C) makes or will make it or may make it impracticable or inadvisable or incapable to proceed with the Hong Kong Public Offering and/or the Global Offering or the delivery of the Offer Shares on the terms and in the manner contemplated by the Hong Kong Prospectus, the Application Form, the Formal Notice, the Registration Statement, the Disclosure Package, the Preliminary Prospectus or the Final International Prospectus; or (D) would have or may have the effect of making a part of this Agreement (including underwriting) incapable of performance in accordance with its terms or which prevents the processing of applications and/or payments pursuant to the Global Offering or pursuant to the underwriting thereof; or

(ii)            there has come to the notice of the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and International Underwriters):

12.            Survival. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any International Underwriter or its affiliates or selling agents, any person controlling any International Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Offer Shares. The consent to or knowledge of, and delivery to investors of, any amendments or supplements to the Registration Statement, the Disclosure Package or the Final International Prospectus will not (i) constitute a waiver of any conditions precedent set forth in this Agreement; (ii) result in the loss of any termination rights set forth in this Agreement; or (iii) be deemed to amend or otherwise change or cure any breach of or inaccuracy in, any representation or warranty made by the Company and the Selling Shareholders set forth in this Agreement.

13.            Notices.

(iii)            if to the Selling Shareholders, shall be delivered or sent by mail, telex or facsimile transmission to

15.            Time of the Essence. Time shall be of the essence of this Agreement.

16.            No Fiduciary Relationship. Each of the Company and the Selling Shareholders acknowledges and agrees that the International Underwriters, in their roles as such, are acting solely as initial purchasers in connection with the purchase and sale of the Offer Shares; the Joint Global Coordinators, in their role as such, are acting solely as the Joint Global Coordinators of the Global Offering; the Joint Bookrunners, in their role as such, are acting solely as the Joint Bookrunners of the Global Offering; and the Joint Lead Managers, in their role as such, are acting solely as the Joint Lead Managers of the Global Offering; the Joint Sponsors, in their role as such, are acting solely as sponsors in connection with the listing of the Shares on the SEHK.

Each of the Company and the Selling Shareholders further acknowledges that the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors are acting pursuant to a contractual relationship with the Company and the Selling Shareholders entered into on an arm’s length basis, and in no event do the parties intend that the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, act or be responsible as a fiduciary or adviser to the Company or the Selling Shareholders, their respective directors, management, shareholders or creditors or any other person in connection with any activity that the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, may undertake or have undertaken in furtherance of the Global Offering or the purchase and sale of the Company’s securities or the listing of the Shares on the SEHK, either before or after the date hereof.

The International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors hereby expressly disclaim any fiduciary or advisory or similar obligations to the Company and the Selling Shareholders, either in connection with the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Shares on the SEHK or any process or matters leading up to such transactions, and the each of the Company and the Selling Shareholders hereby confirms its understanding and agreement to that effect. The Company, on the one hand, and the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, on the other hand, agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, to Company, the Controlling Shareholders and the Selling Shareholders regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Shares, do not constitute advice or recommendations to the Company and the Selling Shareholders.

The Company and the Selling Shareholders, on the one hand, and the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors, as applicable, on the other hand, agree that the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors, as applicable, in their respective roles as such and with respect to transactions carried out at the request of and for the Company and the Selling Shareholders pursuant to its appointments as such, are not acting as fiduciary nor the adviser of the Company or the Selling Shareholders, and none of the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors has assumed, and will assume, any fiduciary or advisory or similar responsibility in favor of the Company or any Selling Shareholders with respect to the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Shares on the SEHK or any process or matters leading up to such transactions (irrespective of whether any of the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Joint Sponsors has advised or is currently advising the Company on other matters).

Each of the Company and the Selling Shareholders further acknowledges and agrees that the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors are not advising the Company, its directors, management or shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Company and the Selling Shareholders shall consult with its own advisers concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreement, and none of the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors and their respective directors, officers and Affiliates shall have any responsibility or liability to the Company and the Selling Shareholders with respect thereto. Any review by the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors of the Company, the transactions contemplated by this Agreement or other matters relating thereto shall be performed solely for the benefit of the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors and shall not be on behalf of the Company and the Selling Shareholders.

Each of the Company and the Selling Shareholders further acknowledges that the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Shareholders.

Each of the Company and the Selling Shareholders hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the International Underwriters, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Joint Sponsors with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to it in connection with the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Shares on the SEHK or any process or matters leading up to such transactions.

17.            Entire Agreement. This Agreement, and in the case of the Joint Sponsors, also together with the respective engagement letters between the Company and the Joint Sponsors only in their respective capacity as a Joint Sponsor, constitutes the entire agreement amongst the Company the Selling Shareholders, the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters relating to the underwriting of the Hong Kong Public Offering and supersedes and extinguishes (other than the engagement letters between the Company and the Joint Sponsors) any prior drafts, agreements, undertakings, understanding, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating to such matters as have been regulated by the provisions of this Agreement at any time prior to the execution of this Agreement (the “Pre-contractual Statements”). Each party hereto acknowledges that in entering into this Agreement on the terms set out in this Agreement, it is not relying upon any Pre-contractual Statement which is not expressly set out herein or the documents referred to herein. No party shall have any right of action (except in the case of fraud) against any other party to this Agreement arising out of or in connection with any Pre-contractual Statement except to the extent that such Pre-contractual Statement is incorporated into this Agreement or the documents referred to herein.

18.            Submission to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties, irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Selling Shareholders appoints [Cogency Global Inc.], as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the City and County of New York. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

19.            Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, United States of America. Each of the Company and the Selling Shareholders and the International Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable Law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Underwriting Agreements or the transactions contemplated thereby.

20.            Waiver of Jury Trial. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates), the Selling Shareholders and each of the International Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21.            Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

22.            Currency. Each reference in this Agreement to U.S. dollars (the “relevant currency”), including by use of the symbol “US$,” is of the essence. To the fullest extent permitted by Law, the obligations of each of the Company and the Selling Shareholders in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the business day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, each of the Company and the Selling Shareholders will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Company and the Selling Shareholders not discharged by such payment will, to the fullest extent permitted by applicable Law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

23.            Taxes. All payments to be made by the Company and the Selling Shareholders (as applicable) under this Agreement shall be paid free and clear of and without deduction or withholding for or on account of, any present or future Taxes. If any Taxes are required by the applicable Laws to be deducted or withheld in connection with such payments, the Company and the Selling Shareholders will increase the amount paid so that the full amount of such payments as agreed herein is received by the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners or the Joint Lead Managers, the International Underwriters or the Hong Kong Underwriters, as applicable. If a Joint Global Coordinator, Joint Sponsor, Joint Representative, Joint Bookrunner or Joint Lead Manager, International Underwriter or Hong Kong Underwriter (each a “Taxable Person”) is required by any Government Authority to pay any Taxes as a result of or in relation to this Agreement or the Global Offering, the Company and the Selling Shareholders will pay an additional amount to such Taxable Person so that the full amount of such payments as agreed herein to be paid to such Taxable Person is received by such Taxable Person and will further if reasonably requested by such Taxable Person, use reasonable efforts to assist such Taxable Person in discharging its obligations in respect of such Taxation, including by making filings and submissions on such basis and such terms as such Taxable Person may reasonably request, making available to such Taxable Person notices received from such Government Authority, and, subject to the receipt of funds from such Taxable Person, by making payment of such funds on behalf of such Taxable Person to the relevant government authority in settlement of such Taxes. In the event the Company and the Selling Shareholders must pay Taxes to a relevant taxing authority, the Company and the Selling Shareholders shall forward to such Taxable Person an official receipt or a copy of the official receipt issued by the taxing authority or other document evidencing such payment.

24.            Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

25.            Recognition of the U.S. Special Resolution Regimes.

As used herein,

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

26.            Bail-In Action. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreement, arrangement or understanding between the Parties, each of the BRRD Counterparties and the UK Bail-in Counterparties acknowledges and accepts that a BRRD Liability or a UK Bail-in Liability (as the case may be) arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority or the UK Bail-in Powers by the relevant UK resolution authority (as the case may be) and acknowledges, accepts and agrees to be bound by:

As used herein, "Bail-in Legislation" means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; "Bail-in Powers" means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; "BRRD Parties" means all underwriters subject to Bail-in Powers; "BRRD Counterparties" refers to any party to this Agreement to whom any BRRD Party owes a BRRD Liability under or in connection with this Agreement from time to time; "EU Bail-in Legislation Schedule" means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499; "BRRD Liability" means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised; "Relevant Resolution Authority" means the resolution authority with the ability to exercise any Bail-in Powers in relation to the BRRD Parties; “UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised; “UK Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; "UK Bail-in Parties" means all underwriters subject to UK Bail-in Powers; "UK Bail-in Counterparties" refers to any party to this Agreement to whom any UK Bail-in Party owes a UK Bail-in Liability under or in connection with this Agreement from time to time.

27.            EU Blocking Regulation. Each International Underwriter and the Company agree and confirm that it is not entitled to the benefit of or does not seek, make or repeat, as appropriate the representation and warranty and undertaking contained in this Agreement to the extent that those provisions would result in a violation of Council Regulation (EC) 2271/1996 (the “EU Blocking Regulation”) or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union.

If the foregoing correctly sets forth the understanding between the Company and the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, please sign in the space provided below for that purpose, whereupon this Agreement and your acceptance shall become a binding agreement between the Company and the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers and the International Underwriters, severally (and not jointly or jointly and severally).

[Signature pages to follow]

Schedule II

ISSUER FREE WRITING PROSPECTUS (INCLUDED IN THE DISCLOSURE PACKAGE)

[N/A]

OTHER INFORMATION INCLUDED IN THE DISCLOSURE PACKAGE

The International Offer Shares and the Hong Kong Offer Shares are being offered at an identical price of HK$[·] per Share.

Schedule III

Representations and Warranties of the Company

Part A

The Company represents, warrants and undertakes to each of the Joint Global Coordinators, the Joint Bookrunners, the Joint Sponsors, the Joint Lead Managers and the International Underwriters as follows:

The Registration Statement is an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; as of the Time of execution and delivery of this Agreement, each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act and is not proposed to be amended; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; no order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Final International Prospectus and any amendment or supplement thereto and as of each Time of Delivery, the Final International Prospectus will conform in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the International Underwriter Information. The Offer Shares have been duly registered under the Securities Act pursuant to the Registration Statement. The Registration Statement, the Final International Prospectus and any Issuer Free Writing Prospectus and the filing of the relevant documents with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement has been duly executed pursuant to such authorization by and on behalf of the Company.

No order preventing or suspending the use of any Preliminary International Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary International Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the International Underwriter Information.

The Disclosure Package, at the Time of Sale did not, and at each Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the International Underwriter Information.

The Company (including its agents and representatives, other than the International Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offer Shares other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary International Prospectus, (iii) the Final International Prospectus, (iv) the documents listed on Schedule II hereto as constituting part of the Disclosure Package and (v) any Written Testing-the-Waters Communication, any electronic road show or other written communications, in each case approved in writing in advance by the Joint Global Coordinators. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, and has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby). Each Issuer Free Writing Prospectus, and each Written Testing-the-Waters Communication and each “roadshow” as defined in Rule 433(h) under the Securities Act (a “roadshow”) did not at the Time of Sale, and at each Time of Delivery will not, conflict with the information contained in the Registration statement, the Pricing Prospectus, or the Final International Prospectus and, when taken together with (A) the Preliminary International Prospectus and (B) any subsequent Issuer Free Writing Prospectus (dated on or before the Time of Sale or the Time of Delivery, as appropriate), did not at the Time of Sale, and at each Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the International Underwriter Information.

The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Joint Global Coordinators and (ii) has not authorized anyone other than the Joint Global Coordinators to engage in Testing-the-Waters Communications. The Company reconfirms that the Joint Global Coordinators have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution of any Written Testing-the-Waters Communications other than those agreed to by the Joint Global Coordinators. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Rule 163B of the Securities Act. “Written Testing-the- Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405.

The documents incorporated by reference in each of the Registration Statement, the Disclosure Package and the Final International Prospectus, when they were filed or furnished with the Commission conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package or the Final International Prospectus, when such documents become effective or are filed or furnished with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Company and the Subsidiaries have good and marketable title to all real property owned (if any) by them and good title to all other properties owned by them, or have valid rights to lease or otherwise use all items of real and personal property, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind, except such as are described in the Registration Statement, the Disclosure Package and the Final International Prospectus or such as would not, singly or in the aggregate, materially affect the value of such property or interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and any real property and buildings held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus or are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiaries.

As of the date of this Agreement, the Company has the authorized and issued share capital as set forth in each of the Registration Statement, the Disclosure Package and the Final International Prospectus. The issued share capital of the Company (including the Offer Shares to be sold by the Selling Shareholders) has been duly authorized, validly issued, is fully paid and non-assessable, is not subject to any pre-emptive or similar rights upon the proposed transfer of such shares and conform to its description contained in the Registration Statement, the Disclosure Package and the Final International Prospectus. Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, (A) there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares or other equity interest in the Company or any of the Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of the Company or any such Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; (B) all of the issued share capital of each of the Subsidiaries incorporated or organized outside of the PRC has been duly authorized and validly issued, is fully paid and non-assessable, and the registered capital of each of the Subsidiaries established in the PRC has been fully paid in accordance with the payment schedule stipulated in their respective articles of association or similar organizational documents and in compliance with applicable Laws; (C) all of the issued and outstanding share capital of each of the Subsidiaries (other than the Variable Interest Entities) is owned by the Company, directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer or any other claims of any third party; and (D) all of the issued share capital of each of the Subsidiaries have been issued in compliance with all applicable Laws and were not issued in violation of any pre-emptive right, resale right, right of first refusal or similar right and are owned by the Company subject to no Encumbrance.

Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, (A) the Company has not sold, issued or distributed any securities during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A, Regulation D or Regulation S promulgated under the Securities Act, other than shares issued pursuant to Share Incentive Plans or other employee benefit or compensation plans; (B) no person has any preemptive rights, resale rights, rights of first refusal or other rights to purchase Shares or shares of any other capital stock of the Company, and (C) no person has the right to act as an underwriter or as a financial adviser to the Company in connection with the offer and sale of the Offer Shares.

There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale by the Company under the Securities Act, other than those rights that have been disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus.

The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Offer Shares and compliance by the Company with the terms thereof, the consummation of the transactions contemplated under the Transaction Documents, and the fulfillment of the terms hereof or thereof, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments, nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of the Company or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Authority. Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, no consent, approval, authorization, filing with, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the sale and delivery of the Offer Shares and the consummation of the transactions contemplated by the Transaction Documents except for such as have been

obtained, for the registration of the Offer Shares under the Securities Act, the listing of the Offer Shares on the SEHK and for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under U.S. state securities laws, such governmental authorizations as may be required under applicable state securities or blue sky laws or any laws of jurisdictions outside the PRC, Cayman Islands, Hong Kong and the United States in connection with the purchase and distribution of the Offer Shares by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries.

Neither the Company nor any of the Subsidiaries is (A) in violation of its memorandum and articles of association, charter, by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ, decree, guideline or notice of any Governmental Authority, except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect and except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus.

Any statistical and market-related data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Final International Prospectus are based on or derived from sources that are reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources.

Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, the Company and the Subsidiaries have conducted and are conducting their respective businesses and operations in compliance with applicable Laws in all material respects. Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, (A) the Company and the Subsidiaries possess, and are in compliance with the terms of, such permits, licenses, certificates, and authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to own, lease, license and use its properties and assets and conduct its business in the manner described in the Registration Statement, the Disclosure Package and the Final International Prospectus and have made all declarations and filings with, the appropriate national, provincial, local or foreign governmental or regulatory authorities that are necessary or material to the ownership or lease of their respective properties or the conduct of their business now conducted in all material respects, except when the failure to make the relevant declarations and filings would not, individually or in the aggregate, have a Material Adverse Effect; (B) all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect; and (C) neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses, and there are no facts or circumstances existing or has any reason to believe that any such Governmental License will not be renewed in the ordinary course, which, if determined adversely to the Company or any Subsidiary in the former and if such Governmental License fails to be renewed in the latter, would, individually or in the aggregate, have a Material Adverse Effect.

In each case, except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, (i) each of the Company and the Subsidiaries owns, possesses, licenses or has other rights to use or can acquire on reasonable terms the patents and patent applications, copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct its business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Registration Statement, the Disclosure Package and the Final International Prospectus (collectively, the “Intellectual Property”); (ii) none of the material Intellectual Property is unenforceable or invalid; (iii) neither the Company nor any of the Subsidiaries has received any notice alleging infringement, violation or conflict with (and neither the Company nor any of the Subsidiaries knows of any basis for alleging infringement, violation or conflict with) rights of others with respect to the Intellectual Property that would reasonably be expected to have a Material Adverse Effect; (iv) there are no pending or, to the best of the Company’s knowledge, threatened actions, suits, proceedings or claims by others that allege the Company or any of the Subsidiaries is infringing any patent, trade secret, trademark, service mark, copyright or other intellectual property or proprietary right that would reasonably be expected to have a Material Adverse Effect; (v) neither the Company nor any of the Subsidiaries is in breach of, and the Company and the Subsidiaries have complied in all respects with all terms of, any license or other agreement relating to the Intellectual Property, except such breach or non-compliance would not reasonably be expected to have a Material Adverse Effect; (vi) neither the Company nor any of the Subsidiaries is subject to any non-competition or other similar restrictions or arrangements relating to any business or service anywhere in the world that would have a Material Adverse Effect; (vii) each of the Company and the Subsidiaries has taken all necessary and appropriate steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”); and (viii) (A) all use or disclosure of Confidential Information owned by the Company or the Subsidiaries by or to a third party has been pursuant to a written agreement between the Company, the Subsidiaries and such third party, and (B) all use or disclosure of Confidential Information not owned by the Company or the Subsidiaries has been pursuant to the terms of a written agreement between the Company, the Subsidiaries, and the owner of such Confidential Information, or is otherwise lawful.

Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, the Company and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and the Subsidiaries have implemented and maintained adequate controls, policies, procedures, and safeguards to maintain and protect and their users’ material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person. Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority (including the PRC Cyber Security Law, the PRC Data Security Law, the PRC Personal Information Protection Law, and the related regulations and rules), internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. Neither the Company nor any Subsidiaries has received any claim for compensation from any person in respect of its business under the applicable data protection Laws and industry standards in respect of inaccuracy, loss, unauthorized destruction or unauthorized disclosure of data in the previous three years except to the extent any such claim would not, individually or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any Subsidiaries is subject to any material investigation, inquiry, or sanction relating to cybersecurity or data privacy or any cybersecurity review from the Cyberspace Administration of China (the “CAC”), the China Securities Regulatory Commission (the “CSRC”), or any other relevant Governmental Authority. Neither the Company nor any Subsidiaries has been notified by any Governmental Authority of being classified as a critical information infrastructure operator under the Cybersecurity Review Measures. Neither the Company nor any of its Subsidiaries has received any objection to this Offering or the transactions contemplated under this Agreement from the CSRC, the CAC or any other relevant PRC Governmental Authority.

The Company and the Subsidiaries have paid all taxes required to be paid through the date hereof, and all returns, reports or filings which ought to have been made by or in respect of the Company and the Subsidiaries for taxation purposes as required by the law of the jurisdictions where the Company and the Subsidiaries are incorporated, managed or engage in business have been made and all such returns are correct and on a proper basis in all respects, except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect; no such returns, reports or filings are the subject of any dispute with the relevant revenue or other appropriate authorities except as may be being contested in good faith and by appropriate proceedings and as to which adequate reserves have been provided; the provisions made in the audited consolidated financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final International Prospectus included appropriate provisions required under US GAAP for all taxation in respect of accounting periods ended on or before the accounting reference date to which such audited accounts relate for which the Company was then or would reasonably be expected thereafter to become liable; and neither the Company nor any of the Subsidiaries has received notice of any material tax deficiency with respect to the Company or any of the Subsidiaries.

The Company and the Subsidiaries maintain insurance covering the conduct of their respective businesses and the value of their respective properties, if applicable, in such amounts and covering such risks as is adequate and as is customary for companies engaged in similar businesses. The Company has no reason to believe that it or any Subsidiaries will not be able to (A) renew its existing insurance coverage as and when such policies expire or (B) obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has been denied any insurance coverage which it has sought or for which it has applied. Neither the Company nor any of the Controlled Entities has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance. There is no material insurance claim made by or against the Company or any of the Subsidiaries, pending, outstanding, or threatened, and no facts or circumstances exist which would reasonably be expected to give rise to any such claim.

The Company is not, and after giving effect to the offering and sale of the Offer Shares will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

Based upon the Company's current and expected income and assets, including goodwill and other unbooked intangibles, the Company does not expect to be a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297(a) of the United States Internal Revenue Code of 1986, as amended, for the current taxable year or the foreseeable future.

The Accountant who has audited and/or reviewed the consolidated financial statements and supporting schedules included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final International Prospectus is an independent public accountant as required by the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board.

The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith, including Section 402 thereof related to loans and Sections 302 and 906 thereof related to certifications.

(A)            the subject or the target of any sanctions or export control measures related to or administered or enforced by the U.S. Government (including without limitation, the Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the U.S. Department of State, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), the Swiss State Secretariat for Economic Affairs (“SECO”) or the Swiss Directorate of International Law, the Monetary Authority of Singapore (“MAS”), the Hong Kong Monetary Authority (“HKMA”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(B)            located, organized or resident in a country, region or territory that is, or whose government is, the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the territory of the Donetsk or Luhansk Regions, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”).

(ii)            For the past five years, the Company, the Subsidiaries and their affiliates have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was, or whose government was, the subject or the target of Sanctions or with any Sanctioned Country.

(A) Neither the Company nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”); (B) the Company and the Subsidiaries have all Governmental Licenses required under any applicable Environmental Laws and are each in compliance with their requirements; (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of the Subsidiaries; and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Authority, against or affecting the Company or any of the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Each of the Company and the Subsidiaries that were incorporated outside of the PRC has taken, or is in the process of taking, all reasonable steps to comply with, and to ensure compliance by each of its shareholders, option holders, directors, officers and employees that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen, with any applicable rules and regulations of the relevant PRC government agencies (including but not limited to the Ministry of Commerce, the NDRC and the State Administration of Foreign Exchange (the “SAFE”)) relating to overseas investment by PRC residents and citizens or overseas listing by offshore special purpose vehicles controlled directly or indirectly by PRC companies and individuals, such as the Company (the “PRC Overseas Investment and Listing Regulations”), including, without limitation, requesting each shareholder, option holder, director, officer and employee that is, or is directly or indirectly owned or controlled by, a PRC resident or citizen to complete any registration and other procedures required under applicable PRC Overseas Investment and Listing Regulations.

The Company has full right, power and authority to execute and deliver this Agreement, the Hong Kong Underwriting Agreement and each of the Operative Documents (collectively, the “Transaction Documents”) and to perform its obligations under the Transaction Documents; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents and the consummation by it of the transactions contemplated under the Transaction Documents has been duly and validly taken. Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and, when validly authorized, executed and delivered by the other parties hereto and thereto, constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. Each of the Transaction Documents is in proper form under Cayman Islands law for the enforcement thereof against the Company in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of any such Transaction Document, it is not necessary that any such Transaction Document be filed, recorded or enrolled with any governmental authority or agency or any official body in the Cayman Islands, or that any stamp or similar tax in the Cayman Islands be paid on or in respect of any such Transaction Document or any other documents to be furnished hereunder, except for Cayman Islands stamp duty which may be payable if the original Transaction Documents or any other documents to be furnished under are brought to or executed in the Cayman Islands.

Any certificate signed by any officer or director of the Company and delivered to the Hong Kong Underwriters and the International Underwriters, counsel for the Hong Kong Underwriters and the International Underwriters as required or contemplated by this Agreement or the Hong Kong Underwriting Agreement, as applicable, shall constitute a representation and warranty hereunder by the Company, as to matters covered thereby, to each Hong Kong Underwriter and International Underwriter.

There are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any International Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the issuance and sale of the Offer Shares.

Except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus and save for any Trading Fee, Transaction Levy and stamp duty payable in connection with on-market purchases of Shares conducted by the Stabilization Manager and any subsequent transfer of such Shares to the lender thereof, no transaction tax, issue tax, stamp duty or other issuance or transfer Tax or duty or any withholding Tax is or will be payable by or on behalf of or on payments to the International Underwriters, or otherwise imposed on any payments made to the International Underwriters, acting in their capacity as International Underwriters, in connection with (A) the issuance of the Offer Shares to the International Underwriters by the Company; (B) the sale and delivery by the International Underwriters of the International Offer Shares; (C) the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement; (D) any subsequent transfer of, or agreement to transfer, the International Offer Shares through the facilities of the HKSCC (including such transfers to purchasers procured by the International Underwriters); or (E) deposit of the Offer Shares with the HKSCC, except that Cayman Islands stamp duty may be payable in the event that any Transaction Document is executed in or brought within the jurisdiction of the Cayman Islands.

With respect to the share options (the “Share Options”), restricted share units and restricted shares granted pursuant to the equity plans of the Company and its Subsidiaries (the “Company Share Incentive Plans”), (i) each grant of a Share Option, restricted share units and issuance of restricted shares was duly authorized no later than the date on which the grant of such Share Option, restricted share units or issuance of restricted shares was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant or issuance (if any) was duly executed and delivered by each party thereto, (ii) each such grant or issuance was made in accordance with the terms of the Company Share Incentive Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”) and any other exchange on which the Company securities are traded and (iii) each such grant or issuance was properly accounted for in accordance with US GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws.

The Offer Shares and all other issued and outstanding share capital of the Company have been duly and validly authorized and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the Hong Kong Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly allotted and issued, fully paid and non-assessable, free of any Encumbrance; the Offer Shares will have attached to them the rights and benefits specified in the Company’s articles of association as described in each of the Registration Statement, the Disclosure Package and the Final International Prospectus, in particular, will rank pari passu in all respects with the existing issued Shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of their allotment; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under all applicable Laws; subject to Company's articles of association, the Offer Shares will be freely transferable by the Selling Shareholders to or for the account of the International Underwriters and the subsequent purchasers and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the Hong Kong Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the United States, the PRC or Hong Kong or the articles of association or other constitutive documents of the Company or any agreement or other instrument; except as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus, no holder of the Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of any of the Company’s or Selling Shareholder’s liabilities or obligations by reason of being such a holder; and there are no limitations on the rights of holders of the Shares or the Offer Shares to hold, vote or transfer their securities. A holder of the Offer Shares and each International Underwriters are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Offer Shares and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.

Except as disclosed in each of the Registration Statement, the Disclosure Package and the Final International Prospectus, neither the Company nor any of the Subsidiaries has entered into any memorandum of understanding, letter of intent, definitive agreement or any similar agreements with respect to a merger or consolidation or an establishment, acquisition or disposition of assets, technologies, business units or businesses that would be material to the Company and the Subsidiaries taken as a whole.

Except as disclosed in each of the Registration Statement, the Disclosure Package and the Final International Prospectus, (A) there is no indebtedness (actual or contingent) and no contract or arrangement is outstanding between the Company or any of the Subsidiaries on the one hand and any director or executive officer of the Company or any of the Subsidiaries or the affiliates or members of the immediate families of such director or executive officer (including his/her spouse, children, or any company or undertaking in which he/she holds a controlling interest) on the other hand; (B) there are no relationships or transactions between the Company or any of the Subsidiaries, on the one hand, and their respective affiliates, executive officers, directors or 10% or greater shareholders, on the other hand, which, although required to be disclosed, are not disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus; and (C) none of the Company or any of the Subsidiaries is engaged in any transactions with its directors, executive officers, 10% or greater shareholders, or any other affiliate, including any person who formerly was a director, an executive officer and/or a 10% or more shareholder, on terms that are not available from unrelated third parties on an arm’s length basis.

The Company will use its best efforts, in cooperation with the International Underwriters, to qualify the Offer Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Joint Global Coordinators may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Offer Shares.

The sections entitled “Operating and Financial Review and Prospects” and “Certain Financial Data” (collectively, the “MD&A”) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final International Prospectus truly, accurately and completely in all material respects describes: (A) accounting policies which the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”); (B) judgments and uncertainties affecting the application of Critical Accounting Policies and (C) the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and the Company’s board of directors and management have reviewed and agreed with the selection, application and disclosure of Critical Accounting Policies and have consulted with the Company’s legal counsel and independent public accountants with regard to such disclosure. The MD&A accurately and fully describes: (A) all trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity, financial condition or results of operations of the Company, and are reasonably likely to occur; and (B) all off-balance sheet transactions, arrangements, and obligations, including, without limitation, relationships with unconsolidated entities that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or the Subsidiaries, such as structured finance entities and special purpose entities (collectively, “off-balance sheet arrangements”) that are reasonably likely to have a material effect on the liquidity of the Company or the Subsidiaries, or the availability thereof or the requirements of the Company or the Subsidiaries for capital resources. All governmental tax waivers from national and local governments of the PRC and other local and national PRC tax relief, concession and preferential treatment or obtained by the Company or the Subsidiaries are valid, binding and enforceable;

The Company has not received any notice, oral or written, from its board of directors stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the board of directors review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’s material accounting policies; or (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior three fiscal years.

There are no affiliations or associations between any member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Company; there are no affiliations or associations between (A) any member of FINRA and (B) any of the Company’s executive officers, directors or, to the best of the Company’s knowledge, 10% or greater security holders or any beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day immediately preceding the date the Registration Statement was initially filed with the Commission. The Company does not have any lending or other relationship with any bank or lending affiliate of any Underwriter.

The Company was and is a “well known seasoned issuer” as defined in Rule 405 under the Securities Act at the times specified in the Securities Act in connection with the offering of the Offer Shares.

The Company was not and is not an Ineligible Issuer as defined in Rule 405 under the Securities Act at the times specified in the Securities Act in connection with the offering of the Offer Shares, without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.

There are no debt securities or preferred stock of, or guaranteed by, the Company that are rated by a “nationally recognized statistical rating organization,” as such term is defined by the Commission for the purposes of Section 3(a)(62) of the Exchange Act.

The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations or implementation rules in connection with or related thereto (the “PRC Mergers and Acquisitions Rules”) jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the CSRC and the SAFE on August 8, 2006, including the provisions thereof which purport to require offshore special purpose entities formed for listing purposes and controlled directly or indirectly by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of their securities on an overseas stock exchange. The Company has received legal advice specifically with respect to the PRC Mergers and Acquisitions Rules from its PRC counsel, and the Company understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the Registration Statement, the Disclosure Package and the Final International Prospectus, the issuance and sale of the Offer Shares, the listing and trading of the Offer Shares and the consummation of the transactions contemplated by this Agreement (i) are not and will not be, as of the date hereof or as of each Time of Delivery, as the case may be, adversely affected by the PRC Mergers and Acquisitions Rules and (ii) do not require the prior approval of the CSRC.

The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Registration Statement, the Disclosure Package and the Final International Prospectus fairly present the information called for and are prepared in accordance with the Commission’s rules and guidelines applicable thereto.

The issuance, sale and delivery of the Offer Shares as described in each of the Registration Statement, the Disclosure Package and the Final International Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

The indemnity and contribution provisions set forth in Section 9 hereof do not contravene the public policy or the laws of the Cayman Islands or PRC.

The Company has not entered into any contractual arrangement relating to the offer, sale, distribution or delivery of the Offer Shares other than this Agreement and the Hong Kong Underwriting Agreement.

The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and timely files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

Part B Representations and Warranties of the Selling Shareholders

Each of the Selling Shareholders, severally but not jointly, represents, warrants and undertakes to each of the Joint Global Coordinators, the Joint Bookrunners, the Joint Sponsors, the Joint Lead Managers and the International Underwriters as follows:

Such Selling Shareholder has been duly incorporated or formed and registered (as applicable) and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, has the full corporate power and authority to execute, deliver and perform its obligations pursuant to this Agreement and to sell, transfer and deliver the Shares to be sold by it hereunder. No winding up, insolvency or liquidation proceedings have been commenced against such Selling Shareholder, and no proceedings have been started for the purpose of, and no judgment has been rendered, declaring such Selling Shareholder bankrupt in any proceeding in any jurisdiction.

Such Selling Shareholder has and will have on the date, if any, on which the Offer Shares are to be delivered and paid for as provided in the Transaction Documents, good, valid and marketable title to the Offer Shares to be sold by such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. Upon delivery of such Offer Shares and payment of the purchase price as contemplated by the International Underwriting Agreement, assuming such Joint Global Coordinator has no notice of any adverse claim, each of the Joint Global Coordinators will receive good and marketable title to the Offer Shares to be purchased by them (on behalf of the International Underwriters) from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind with such exceptions as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus. The Offer Shares to be sold by such selling shareholder are freely transferrable by such Selling Shareholder to the Joint Global Coordinators in the manner contemplated by this Agreement and the Hong Kong Underwriting Agreement with such exceptions as disclosed in the Registration Statement, the Disclosure Package and the Final International Prospectus.

(ii) Such Selling Shareholder will not, directly or knowingly indirectly, use the proceeds of the Global Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A)            to fund or facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is, or whose government is, the subject or the target of Sanctions;

(B)            to fund or facilitate any activities of or business in any Sanctioned Country; or

(C)            in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) For the past five years, such Selling Shareholder have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was, or whose government was, the subject or the target of Sanctions or with any Sanctioned Country.

No part of the proceeds of the sale of the Offer Shares will be used for any purpose that violates the provisions of any of Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

Any certificate signed by any director or officer of such Selling Shareholder and delivered to any Underwriter or any counsel to the Underwriters in connection with the Global Offering shall be deemed to be a representation and warranty by such Selling Shareholder, as to matters covered thereby, to each Underwriter.

EXHIBIT A1

OFFICER’S CERTIFICATE OF THE COMPANY

I, Yuan Zhou, Chief Executive Officer of Zhihu Inc., an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), pursuant to Section 8(g) of the international underwriting agreement, dated [April 14], 2022 (the “International Underwriting Agreement”), among the Company, the Selling Shareholders and the several International Underwriters named therein and pursuant to Clause 2.1.1 of the Hong Kong underwriting agreement, dated April 8, 2022 (the “Hong Kong Underwriting Agreement”), among the Company, the Selling Shareholders and the several Hong Kong Underwriters named therein, hereby certify that:

Capitalized terms used and are not otherwise defined herein shall have the meanings given to them in the International Underwriting Agreement.

IN WITNESS WHEREOF, the undersigned has hereunto executed this certificate.

Dated: [•], 2022

EXHIBIT A2

FORM OF SELLING SHAREHOLDERS' CERTIFICATE

The undersigned, [●], as attorney-in-fact of the Selling Shareholder (as defined below), pursuant to Section 8(s) of the international underwriting agreement, dated [April 14], 2022 (the “International Underwriting Agreement”), among the Company, the selling shareholder named in Schedule I-C thereto (the “Selling Shareholder”) and the several International Underwriters named there in, hereby certifies that:

Capitalized terms used herein that are not otherwise defined shall have the same meanings as defined in the International Underwriting Agreement.

IN WITNESS WHEREOF, the undersigned have hereunto executed this certificate.

Dated: [●], 2022

Exhibit B

OFFICERS’ CERTIFICATE OF THE COMPANY REGARDING FINANCIAL, OPERATIONAL AND BUSINESS DATA

I, Wei Sun, Chief Financial Officer of Zhihu Inc., a company incorporated in the Cayman Islands with limited liability (the “Company”), do hereby certify on behalf of the Company that:

Capitalized terms used and are not otherwise defined herein shall have the meanings given to them in the International Underwriting Agreement.

IN WITNESS WHEREOF, the undersigned has hereunto executed this certificate.

Dated: [•], 2022

Appendix A

Exhibit C

SECRETARY’S CERTIFICATE

I, Peng Qi and Yee Wa Lau, the joint company secretaries of Zhihu Inc., a company incorporated in the Cayman Islands with limited liability (the “Company”), do hereby certify on behalf of the Company that:

Capitalized terms used herein that are not otherwise defined have the same meanings as defined in the International Underwriting Agreement.

IN WITNESS WHEREOF, the undersigned has hereunto executed this certificate.

Dated: [·], 2022

Exhibit D

FORM OF OVER-ALLOTMENT OPTION EXERCISE NOTICE

[·], 2022

Dear Sirs,

Reference is made to the international underwriting agreement dated [April 14], 2022 (the “International Underwriting Agreement”) between, among others, the Company, the Selling Shareholders and the International Underwriters named therein in relation to the International Offering of the ordinary shares of the Company (the “Shares”).

Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the International Underwriting Agreement.

On behalf of the International Underwriters, we hereby give you notice of the exercise by the International Underwriters of their right, pursuant to Section 1(b) of the International Underwriting Agreement, to elect to purchase a further [·] Option Shares. We hereby request that delivery of the Option Shares take place on or around [·] a.m. on [·], 2022.

This letter shall be governed by and construed in accordance with the Laws of the State of New York, the United States of America.

This letter may be executed in counterparts. Each counterpart shall constitute an original of this letter but shall together constitute a single document.

We should be grateful if you would confirm your acceptance of the above by countersigning below.

[Signatures to Follow]

Very truly yours,

For and on behalf of the International Underwriters

Credit Suisse (Hong Kong) Limited

J.P. Morgan SECURITIES (asia pacific) limited

China International Capital Corporation Hong Kong Securities Limited

CMB International Capital Limited

For good and valuable consideration, we hereby confirm our acceptance and acknowledgement of the terms set out herein

Zhihu Inc.

For good and valuable consideration, we hereby confirm our acceptance and acknowledgement of the terms set out herein

Innovation Works Development Fund, L.P.

Innovation Works Holdings Limited

Exhibit 1.2

Execution Version

THIS AGREEMENT is made on April 8, 2022

BETWEEN:

(IWDF, IWHL, QVP, QMDF, QVPA, SAIF and CTG, together as the "Selling Shareholders")

RECITALS:

NOW IT IS HEREBY AGREED as follows:

"1933 Act Regulations" means the rules and regulations promulgated under the Securities Act;

"Acceptance Date" means April 14, 2022, being the date on which the Application Lists close in accordance with Clause 4.2;

"Accepted Hong Kong Public Offering Applications" means the Hong Kong Public Offering Applications which are from time to time accepted in whole or in part pursuant to Clause 4.3;

"Accounts" means the audited consolidated financial statements of the Group as of and for the three years ended December 31, 2021, and all related notes as set out in Appendix I to the Hong Kong Prospectus;

"Admission" means the grant or agreement to grant by the Listing Committee of the Stock Exchange of the dual primary listing on the Main Board of, and permission to deal on the Main Board in, the Class A Shares which have been allotted and issued and are fully paid or credited as full paid, and the Class A Shares to be sold pursuant to the Global Offering and the exercise of the Over-allotment Option, the Class A Shares to be issued upon exercise of options or other awards that have been granted or may be granted under the Share Incentive Plans, and the Class A Shares to be issued after the conversion of the Class B Shares into Class A Shares;

"ADS(s)" means American Depositary Shares (every two represent one Class A Share);

"Affiliates" means, in respect of a particular company, any company or other entity which is its holding company or subsidiary or branch, or any subsidiary or branch of its holding company, or which directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such company. For the purposes of the foregoing, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling", "controlled by" and "under common control with" shall be construed accordingly;

"Application Form" means the green application form, in the agreed form and to be used in connection with the Hong Kong Public Offering;

"Application Proof" means the application proof of the prospectus of the Company submitted to the Stock Exchange on January 3, 2022;

"Application Lists" means the application lists in respect of the Hong Kong Public Offering referred to in Clause 4.2;

"Approvals" means all approvals, filings, sanctions, consents, permissions, certificates, authorisations, licenses, permits, permissions, clearances, orders, concessions, qualifications, registrations, declarations and franchises from any person, and filings and registrations with any person, of any relevant jurisdictions, including, without limitation, Hong Kong and the PRC;

"Articles of Association" means the articles of association of the Company as amended, supplemented or otherwise modified from time to time;

"Associate" has the meaning given to it in the Listing Rules;

"BHC Act Affiliate" means the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);

“Basic Prospectus” means the base prospectus filed as part of the Registration Statement, in the form in which it has most recently been filed with the SEC on or prior to the date of this Agreement;

"Board" means the board of directors of the Company;

"Brokerage" means the brokerage at the rate of 1.0% of the Offer Price in respect of the Offer Shares payable by investors in the Global Offering;

"Business Day" means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Hong Kong;

"CCASS" means the Central Clearing and Settlement System established and operated by HKSCC;

"Class A Shares" means class A ordinary shares in the share capital of the Company, with a par value of US$0.000125 each, conferring a holder of a class A ordinary share one vote per share on any resolutions tabled at the Company's general meetings;

"Class B Shares" means class B ordinary shares in the share capital of the Company, with a par value of US$0.000125 each, conferring a holder of a class B ordinary share ten (10) votes per share on any resolutions tabled at the Company's general meetings;

"Companies Ordinance" means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

"Companies (Winding Up and Miscellaneous Provisions) Ordinance" means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

"Company's Cayman Counsel" means Maples and Calder (Hong Kong) LLP, being the Company's legal advisers on Cayman Islands law, of 26th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong;

"Company's HK & US Counsel" means Skadden, Arps, Slate, Meagher & Flom and affiliates, being the Company's legal advisers on Hong Kong and US law, of 42/F, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong;

"Company's PRC Counsel" means Han Kun Law Offices, being the Company's legal advisers on PRC law, of 9/F, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Dongcheng District, Beijing 100738, PRC;

"Conditions" means the conditions precedent set out in Clause 2.1;

"Conditions Precedent Documents" means the documents listed in Parts A and B of SCHEDULE 4;

"Consolidated Affiliated Entities" means all entities the Company controls through the contractual arrangements and their respective subsidiaries;

"Contracts (Rights of Third Parties) Ordinance" means the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

"Covered Entity" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

"Default Right" means the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;

"Directors" means the directors of the Company whose names are set out in SCHEDULE 1 and in the section headed "Directors and Senior Management" in the Hong Kong Prospectus;

"Disclosure Package" means any Issuer Free Writing Prospectus(es) issued at or prior to the Time of Sale and Preliminary Prospectus (including documents and information incorporated by reference therein) relating to the International Offer Shares, and the other information, if any stated in the International Underwriting Agreement, all considered together;

"Disputes" has the meaning ascribed to it in Clause 18.2;

"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, claim, defect, right, interest or preference granted to any third party, or any other encumbrance or security interest of any kind;

"Expert" means the Joint Sponsors, the Company's PRC Counsel, the Company's Cayman Counsel, the Industry Consultant and Reporting Accountant;

"Final International Prospectus" means the Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Offer Shares in the form first used to confirm sales of the Offer Shares (or in the form first made available to the International Underwriters by the Company to meet request of purchasers pursuant to Rule 173 of the Securities Act);

"Formal Notice" means the press announcement substantially in the agreed form to be issued in connection with the Hong Kong Public Offering pursuant to the Listing Rules, as amended, supplemented or otherwise modified from time to time;

"Global Offering" means the Hong Kong Public Offering and the International Offering;

"Governmental Authority" means any administrative, governmental or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organisation or other non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case whether national, central, federal, provincial, state, regional, municipal, local, domestic, foreign or supranational;

"Group" means the Company, its subsidiaries and Consolidated Affiliated Entities from time to time;

"Group Company" means a member of the Group;

"HK$" or "Hong Kong dollars" means Hong Kong dollars, the lawful currency of Hong Kong;

"HKSCC" means Hong Kong Securities Clearing Company Limited;

"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;

"Hong Kong Offer Price" means the final price per Share (exclusive of Brokerage, the Trading Fee and the Transaction Levy) at which the Hong Kong Offer Shares are to be subscribed under the Global Offering;

"Hong Kong Offer Shares" means the 2,600,000 Class A Shares being initially offered by the Selling Shareholders for subscription under the Hong Kong Public Offering, subject to adjustment and reallocation as provided in Clauses 4.9, 4.10 and 4.13;

"Hong Kong Prospectus" means the prospectus in the agreed form to be issued by the Company in connection with the Hong Kong Public Offering, and all amendments or supplements thereto;

"Hong Kong Prospectus Date" means the date of issue of the Hong Kong Prospectus, which is expected to be on or about April 11, 2022;

"Hong Kong Public Offering" means the offer of the Hong Kong Offer Shares at the Offer Price for subscription by the public in Hong Kong on and subject to the terms and conditions of the Hong Kong Public Offering Documents;

"Hong Kong Public Offering Applications" means applications to purchase Hong Kong Offer Shares made online through the White Form eIPO service at www.eipo.hk, or through CCASS EIPO service to electronically cause HKSCC Nominees Limited to apply on an applicant’s behalf and otherwise made in compliance with the terms and conditions of the Hong Kong Public Offering Documents;

"Hong Kong Public Offering Documents" means the Hong Kong Prospectus and the Application Form;

"Hong Kong Share Registrar" means Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17^th Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong;

"Hong Kong Underwriters" has the meaning ascribed to it in the parties clause;

"Hong Kong Underwriting Commitment" means, in relation to any Hong Kong Underwriter, the maximum number of Hong Kong Offer Shares which such Hong Kong Underwriter has agreed to procure applications to, or failing which itself as principal to apply to, purchase, pursuant to the terms of this Agreement, as shown opposite its name in SCHEDULE 2, subject to adjustment and reallocation as provided in Clauses 4.10 and 4.13;

"Industry Consultant" means China Insights Industry Consultancy Limited of 10F, Block B, Jing’an International Center, 88 Puji Road, Jing’an District, Shanghai 200070, PRC

"Indemnified Parties" means the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, and the Hong Kong Underwriters and each of their respective Affiliates and delegates under Clause 3.5, as well as the respective representatives, partners, directors, officers, employees, assignees, advisers, consultants and agents of each of the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, and the Hong Kong Underwriters and of each of their respective Affiliates;

"Intellectual Property" means letters patent, patent applications, trademarks (both registered and unregistered), service marks (both registered and unregistered), registered designs, trade or service names, domain names, software, utility models, applications for any of the foregoing and the right to apply for any of the foregoing in any part of the world, copyright, inventions, confidential information, know-how (including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or processes), business names and any similar rights situated in any part of the world, and the benefit (subject to the burden) of any and all licenses in connection with any of the foregoing;

"Internal Control Consultant" means the internal control consultant appointed by the Company to conduct internal control review in anticipation of the Global Offering;

"International Offer Prices" means the final price per Share (exclusive of the Brokerage, the Trading Fee and the Transaction Levy) at which the International Offer Shares are to be subscribed under the Global Offering;

"International Offer Shares" means the 23,400,000 Class A Shares to be initially offered for sale by the Selling Shareholders to investors at the Offer Price under the International Offering for subscription subject, to adjustment and reallocation in accordance with the International Underwriting Agreement, together (where applicable) with any additional Offer Shares to be sold by the Selling Shareholders pursuant to the exercise of the Over-allotment Option;

"International Offering" means the proposed offering and sale by the Selling Shareholders through the International Underwriters or their respective affiliates of the International Offer Shares in the United States pursuant to an "automatic shelf registration statement" as defined under Rule 405 under the Securities Act on Form F-3 dated on or around April 8, 2022 and outside the United States in offshore transactions, upon and subject to the terms and conditions of the International Underwriting Agreement;

"International Offering Purchasing Commitment" means, in relation to any International Underwriter, the maximum number of International Offer Shares in respect of which such International Underwriter has agreed to procure placees, or failing which itself as principal to purchase, pursuant to the terms of the International Underwriting Agreement, subject to adjustment and reallocation in accordance with the International Underwriting Agreement and subject to the Over-allotment Option;

"International Underwriters" means the persons named in the International Underwriting Agreement as such to underwrite the International Offering;

"International Underwriting Agreement" means the International Underwriting Agreement relating to the International Offering to be entered into between, among others, the Company, the Selling Shareholders, the Joint Global Coordinators, and the International Underwriters on or around April 14, 2022;

"Issuer Free Writing Prospectus" means any "issuer free writing prospectus", as defined in Rule 433 under the Securities Act, relating to the International Offer Shares in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in the Company's record pursuant to Rule 433(g) of the Securities Act;

"Joint Bookrunners" means CS, JPM APAC, J.P. Morgan Securities LLC (in relation to the International Offering only), CICC, CMBI, CCB International Capital Limited and Haitong International Securities Company Limited, being the joint bookrunners to the Global Offering;

"Joint Global Coordinators" means CS, JPM APAC, CICC and CMBI, being the joint global coordinators to the Global Offering;

"Joint Lead Managers" means CS, JPM APAC, J.P. Morgan Securities LLC (in relation to the International Offering only), CICC, CMBI, CCB International Capital Limited and Haitong International Securities Company Limited, being the joint lead managers to the Global Offering;

"Joint Sponsors" means CS, JPM Far East, CICC and CMBI, being the joint sponsors to the Global Offering;

"Laws" means all laws, rules, regulations, guidelines, opinions, notices, circulars, orders, codes, policies, consents, judgments, decrees or rulings of any court, government, law enforcement agency, governmental or regulatory authority whether national, central, federal, provincial, regional, state, municipal or local, domestic or foreign (including, without limitation, any common law or case law) of all relevant jurisdictions (including, without limitation, Hong Kong and the PRC);

"Legal Advisers" means Company's HK & US Counsel, Company's PRC Counsel, Company's Cayman Counsel, Underwriters' HK & US Counsel and Underwriters' PRC Counsel;

"Limited Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus and as stated in SCHEDULE 2 to this Agreement;

"Listing Committee" means the listing committee of the Stock Exchange;

"Listing Date" means the first day on which the Shares commence trading on the Main Board, which is expected to be on April 22, 2022;

"Listing Rules" means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and the listing decisions, guidelines and other requirements of the Stock Exchange;

"Main Board" means the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market of the Stock Exchange;

"Material Adverse Effect" means a material adverse effect or any development involving a prospective material adverse effect, on the assets, liabilities, general affairs, business, management, performance, prospects, shareholders' equity, position or condition (financial or otherwise), results of operations, or prospects of the Group, taken as a whole;

"NYSE" means the New York Stock Exchange;

"Nominee" means Bank of China (Hong Kong) Nominees Limited, in whose name the application moneys are to be held by Receiving Banks under the Receiving Banks' Agreement;

"Offer Price" means the Hong Kong Offer Price and the International Offer Price;

"Offer Shares" means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering;

"Offering Documents" means the Hong Kong Public Offering Documents, the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Final International Prospectus and any other announcement, document, documents materials, communications or information made, issued, given, released, arising out of or used in connection with or in relation to the contemplated offering and sale of the Offer Shares or otherwise in connection with the Global Offering, including, without limitation, any road show materials relating to the Offer Shares and, in each case, all amendments or supplements thereto, whether or not approved by the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or any of the Underwriters;

"Operative Documents" means the Price Determination Agreement, the Receiving Banks' Agreement and the Registrar's Agreement;

"Over-allotment Option" means the over-allotment option to be granted by the Over-allotment Shareholders to the International Underwriters, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters) under the International Underwriting Agreement, pursuant to which the Over-allotment Shareholders may be required to sell up to an aggregate of 3,900,000 additional Shares, representing in aggregate 15% of the initial number of Offer Shares, at the Offer Price;

"Over-allotment Option Shares" means up to 3,900,000 additional Offer Shares which the Over-allotment Shareholders may be required to sell upon the exercise of the Over-allotment Option;

"Over-allotment Shareholders" means Innovation Works Development Fund, L.P. and Innovation Works Holdings Limited;

"Over-Subscription" has the meaning ascribed to it in Clause 4.9;

"PHIP" means the post hearing information pack of the Company posted on the Stock Exchange's website at http://www.hkexnews.hk, as amended or supplemented by any amendment or supplement thereto;

"PRC" means the People's Republic of China which, for the purposes of this Agreement only, excludes Hong Kong, Macau Special Administrative Region of the People's Republic of China and Taiwan;

"PRC Company Law" means the Company Law of the PRC;

"Preliminary International Prospectus" means any preliminary form of the Final International Prospectus (including the Basic Prospectus and any preliminary prospectus supplement) relating to the Offer Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act;

"Price Determination Agreement" means the agreement in the agreed form to be entered into between the Company, the Selling shareholders and the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Underwriters) on the Price Determination Date to record the Offer Price;

"Price Determination Date" means the date on which the Offer Price is fixed for the purposes of, among others, the Hong Kong Public Offering in accordance with Clause 6.1;

"Proceedings" has the meaning ascribed to it in Clause 9.2;

"Receiving Bank" means Bank of China (Hong Kong) Limited, the receiving bank appointed by the Company in connection with the Hong Kong Public Offering pursuant to the Receiving Banks' Agreement;

"Receiving Bank's Agreement" means the agreement dated April 8, 2022 entered into between the Company, the Receiving Bank, the Joint Sponsors, the Joint Global Coordinators, the Nominee and the Hong Kong Share Registrar for the appointment of the Receiving Bank and the Nominee in connection with the Hong Kong Public Offering;

"Registrar's Agreement" means the agreement dated March 30, 2022 entered into between the Company and the Hong Kong Share Registrar in relation to the appointment of the Hong Kong Share Registrar;

"Registration Statement" means the registration statement, which was filed with the SEC on Form F-3 dated on or around April 8, 2022, relating to the Shares of the Company including the Offer Shares, to be issued from time to time by the Company, and the Shares to be borrowed under the Stock Borrowing Agreement, as amended to the date of the International Underwriting Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the 1933 Act Regulations;

"Relevant Hong Kong Public Offering Application" means, in relation to any Hong Kong Underwriter, a Hong Kong Public Offering Application made or procured to be made by such Hong Kong Underwriter which is applied pursuant to Clause 4.5 to reduce the Hong Kong Underwriting Commitment of such Hong Kong Underwriter;

"Renminbi" and "RMB" mean Renminbi, the lawful currency of the PRC;

"Reporting Accountant(s)" means PricewaterhouseCoopers, Certified Public Accountant;

"Resolution Authority" means anybody which has authority to exercise any Write-down and Conversion Powers;

"SEC" the United States Securities and Exchange Commission;

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"Securities and Futures Ordinance" means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

"Selling Shareholders" means the selling shareholders as set out in SCHEDULE 8;

"SFC" means the Securities and Futures Commission of Hong Kong;

"Selling Shareholders Proportion" means in respect of any Selling Shareholder, the number of Offer Shares to be sold as set forth opposite the names of such Selling Shareholder as specified in SCHEDULE 8 hereto relative to the total number of Offer Shares;

"Share Incentive Plan" means the 2012 Plan and the 2022 Plan adopted by the Company in June 2012 and March 2022, respectively, the details of which are set out in the section headed "Statutory and General Information" in the Hong Kong Prospectus;

"Shares" means the Class A Shares and/or the Class B Shares in the share capital of the Company;

"Stabilising Manager" has the meaning ascribed to it in Clause 6.3;

"Stock Borrowing Agreement" means the stock borrowing agreement expected to be entered into between the Over-allotment Shareholders and the Stabilising Manager (or its agent) on or about the Price Determination Date pursuant to which the Stabilising Manager may request Innovation Works Development Fund, L.P. to make available to the Stabilising Manager on a temporary basis up to 3,900,000 Shares solely to cover over-allocations in the International Offering;

"Stock Exchange" means The Stock Exchange of Hong Kong Limited;

"Subsidiaries" means the companies named in the Hong Kong Prospectus as subsidiaries of the Company (including the Consolidated Affiliated Entities), the financial accounts of which have been consolidated and accounted for as if they were subsidiaries of the Company by virtue of the contractual arrangements, and "Subsidiary" means any one of them;

"Taxation" or "Taxes" means all forms of taxation whenever created, imposed or arising and whether of the Cayman Islands, Hong Kong, the PRC or of any other part of the world and, without prejudice to the generality of the foregoing, includes all forms of taxation on or relating to profits, salaries, interest and other forms of income, taxation on capital gains, sales and value added taxation, estate duty, death duty, capital duty, stamp duty, payroll taxation, withholding taxation, rates and other taxes or charges relating to property, customs and other import and excise duties, and generally any taxation, duty, impost, levy, rate, charge or any amount payable to taxing, revenue, customs or fiscal authorities whether of Hong Kong, the PRC or of any other part of the world, whether by way of actual assessment, withholding, loss off allowance, deduction or credit available for relief or otherwise, and including all interest, additions to tax, penalties or similar liabilities arising in respect of any taxation;

"Trading Fee" means the trading fee at the rate of 0.005% of the Offer Price in respect of the Offer Shares imposed by the Stock Exchange;

"Transaction Levy" means the transaction levy at the rate of 0.0027% of the Offer Price in respect of the Offer Shares imposed by the SFC, and the transaction levy at the rate of 0.00015% of the Offer Price in respect of the Offer Shares imposed by the Financial Reporting Council;

“UK Bail-in Counterparties” refers to any party to this Agreement to whom any UK Bail-in Party owes a UK Bail-in Liability under or in connection with this Agreement from time to time;

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised;

“UK Bail-in Parties” refers to the relevant Party to which the UK Bail-in Legislation applies and each a “UK Bail-in Party”;

“UK Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability;

"Under-Subscription" has the meaning ascribed to it in Clause 4.4;

"Underwriters" means the Hong Kong Underwriters and the International Underwriters;

"Underwriters' HK & US Counsel" means Clifford Chance, being the Underwriters' legal advisers on Hong Kong and US law, of 27th Floor, Jardine House, One Connaught Place, Central, Hong Kong;

"Underwriters' PRC Counsel" means Jingtian & Gongcheng, being the Underwriters' legal advisers on PRC law, of 34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing, China;

"United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"Unsubscribed Shares" has the meaning ascribed to it in Clause 4.4;

"US" and "United States" means the United States of America;

"U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder;

"Verification Notes" means the verification notes relating to the Hong Kong Prospectus, copies of which have been signed and approved by, among others, the Directors, and delivered or will be delivered to the Joint Sponsors;

"Warranties" means the representations, warranties and undertakings given by the Company and the Selling Shareholders as set out in SCHEDULE 3;

"White Form eIPO" means the service established, operated or maintained by the White Form eIPO Service Provider, whereby certain individual applicants in the Hong Kong Public Offering may submit electronic applications online through the internet for Hong Kong Offer Shares; and

"White Form eIPO Service Provider" means Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17^th Floor, Hopewell Center, 183 Queen's Road East, Wan Chai, Hong Kong.

None of the appointees under Clauses 3.1 to 3.4 shall be liable for any failure on the part of any other appointees to perform its obligations under this Agreement and no such failure shall affect the right of any of the other appointees to enforce its rights under this Agreement. Notwithstanding the foregoing, each of the appointees under Clauses 3.1 to 3.4 shall be entitled to enforce any of its rights under this Agreement either alone or jointly with the other appointees.

and, notwithstanding anything contained in Clause 9, each Indemnified Party shall be entitled pursuant to the indemnities contained in Clause 9 to recover any loss, liability, damage, payment, cost, expense or Taxation incurred or suffered as a result of or in connection with any of the foregoing matters.

Each of the Company and the Selling Shareholders agrees that it will not claim that the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters, or any of them, has rendered advisory services, or owes a fiduciary, advisory or similar duty to the Company or the Selling Shareholders, in connection with transactions or matters contemplated by this Agreement or the process leading thereto. Each of the Company and the Selling Shareholders waives to the fullest extent permitted by applicable Laws any claims it may have against any of the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters for any breach or alleged breach of advisory, fiduciary or similar duty arising in any way from acts contemplated by this Agreement.

The Company undertakes with the Hong Kong Underwriters that it shall procure the Receiving Bank and the Hong Kong Share Registrar shall, as soon as practicable after the close of the Application Lists, provide the Joint Sponsors and the Joint Global Coordinators with such information, calculations and assistance as the Joint Sponsors and the Joint Global Coordinators may require for the purposes of determining, inter alia:

where in relation to such Hong Kong Underwriter:

None of the Hong Kong Underwriters will be liable for any failure on the part of any of the other Hong Kong Underwriters to perform its obligations under this Clause 4.4 Notwithstanding the foregoing, each of the Hong Kong Underwriters shall be entitled to enforce any or all of its rights under this Agreement either alone or jointly with the other Hong Kong Underwriters.

Notwithstanding the above, the Hong Kong Underwriters' underwriting obligations are subject to the Conditions having been duly fulfilled or waived in accordance with the terms of this Agreement, and the Global Offering having become unconditional and not otherwise terminated. The Selling Shareholders shall, as soon as practicable after 8:00 a.m. on the Listing Date but in no event later than 9:30 a.m. on the Listing Date, against receipt of such applications and payments in relation thereto in accordance with Clause 5, and upon receipt of the list of allottees for the Hong Kong Offer Shares, duly transfer to the said applicants or to such persons nominated by the said applicants the Hong Kong Offer Shares to be taken up as aforesaid and will duly transfer, and authorise the delivery to the Hong Kong Underwriters (or as they may direct) of valid share certificates in respect of such Hong Kong Offer Shares in the names of the respective applicants or in the name of HKSCC for credit to the relevant CCASS participants' account of the applicants.

If the Over-Subscription represents a subscription of (i) 15 times or more but less than 50 times, (ii) 50 times or more but less than 100 times, or (iii) 100 times or more, of the number of the Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering, then the Offer Shares will be reallocated to the Hong Kong Public Offering from the International Offering, so that the total number of Offer Shares available under the Hong Kong Public Offering will be increased to 7,800,000, 10,400,000 and 13,000,000 Offer Shares, respectively, representing 30% (in the case of (i)), 40% (in the case of (ii)) or 50% (in the case of (iii)), respectively, of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option). In each such case, the number of Offer Shares allocated to the International Offering will be correspondingly reduced, in such manner as the Joint Global Coordinators deem appropriate, and the respective International Offering Purchasing Commitments of the International Underwriters may be reduced in such proportions as the Joint Global Coordinators may in their sole and absolute discretion determine. Such Offer Shares reallocated from the International Offering to the Hong Kong Public Offering will be allocated between Pool A and Pool B (as described in the Hong Kong Prospectus) in the Hong Kong Public Offering. The Hong Kong Underwriters will not be entitled to the underwriting commission referred to in Clause 7.1 in respect of such reallocated Offer Shares. The International Underwriters will be entitled to the underwriting commission referred to in Clause 7.1 in respect of such reallocated Offer Shares.

The net amount payable to the Selling Shareholders, which shall be paid to the Selling Shareholders by the Company pursuant to this Clause 5.1, will (for the avoidance of doubt and if applicable) be calculated after allowing for entitlements of successful applicants under the Hong Kong Public Offering to refunds of application monies if and to the extent that the Offer Price shall be determined at below the maximum Public Offer Price per Hong Kong Offer Share to be disclosed in the Hong Kong Prospectus.

For the avoidance of doubt, 1) no such underwriting commission referred to in Clause 7.1 or incentive fee referred to in Clause 7.2 shall be deducted from the monies to be paid by the Nominee to the Company pursuant to this Clause 5.1, and the underwriting commission referred to in Clause 7.1 and/or the incentive fee referred to in Clause 7.2 payable by the Selling Shareholders to the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters) will be paid by the Company to the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters) directly; and 2) 94% of the total proceeds from the Global Offering after deducting Brokerage, Trading Fee, Transaction Levy and stamp duty will be initially paid to the Selling Shareholders by the Company within five Business days after the Listing Date proportional to the relevant Selling Shareholder Proportion, subject to further adjustment in accordance with the following:

Each of the Hong Kong Underwriters (other than the Stabilising Manager or any person acting for it) hereby undertakes severally (and not jointly or jointly and severally) to each other party to this Agreement that it will not take or cause or authorize any person to take, and shall cause its Affiliates and/or agents not to take, directly or indirectly, any stabilisation action or any action which is designed to or which constitutes or which might be expected to cause or result in the stabilisation or maintenance of the price of any security of the Company (which, for the avoidance of doubt, does not include exercise of the Over-allotment Option).

shall be borne by the Company and the Selling Shareholders in the proportion of 75% and 25%, respectively, and the Company and the Selling Shareholders shall pay or cause to be paid, in the proportion of 75% and 25% respectively, all the fees, costs, charges, Taxation and expenses incurred in connection with the dual primary listing of the Class A Shares on the Main Board including, without limitation, Brokerage, Trading Fee and Transaction Levy payable by the Company and the Selling Shareholders and any stamp or capital duty or other similar tax arising from the creation, issue and allotment or sale of Offer Shares pursuant to the Global Offering (the "Offering Expenses"), and excluding Taxation imposed in respect of net income or profit by a taxing jurisdiction wherein the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers or the Hong Kong Underwriters are incorporated, resident or have a fixed place of business, imposed on or with respect to any commission or fees received by any of such parties pursuant to this Agreement. Each Selling Shareholder shall bear the Offering Expenses proportional to their relevant Selling Shareholder Proportion.

The Company shall further pay to the Joint Sponsors the sponsor fee, or other fees and expenses of such amount and in such manner as have been separately agreed between the Company (or any member of the Group) and the Joint Sponsors pursuant to and in accordance with the terms of the engagement letters of the Joint Sponsors with the Company.

For the avoidance of doubt, 1) the Company and the Selling Shareholders shall reimburse the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and Hong Kong Underwriters) the stamp duty for the Offer Shares referred to in Clause 7.3 which have been incurred and paid or are liable to be paid by the Joint Global Coordinators (for themselves and on behalf of the Joint Bookrunners, the Joint Lead Managers and Hong Kong Underwriters); and 2) fees and expenses of all agents, consultants and advisors of to the Selling Shareholders, including its legal advisors, as well as all costs and expenses incurred by the Selling Shareholders related to the Global Offering shall be borne by the Selling Shareholders.