OFSERIESATERMSHEET-EN

1、FORM OF SERIES A TERM SHEET-ENOffering TermsCompanyInvestorFoundersInvestmentAmountInvestmentStructure;SecuritiesValuationand/or its affiliates.US$in totalThe Investor will purchase certain number of Series A Preferred Shares newly issuedby the Company that represent % of the share capital of the Co

2、mpany on a fully-diluted and as-converted basis immediately following the consummation of the transaction contemplated hereby.A fully-diluted pre-money valuation of US$(including any and allshares reserved under the Company s employee stock option plan) and afully-diluted post-money valuation of $.

3、The capitalization tableof the Company is set forth onSchedule IIattached hereto.Bridge LoanLoan Amount The Investor will purchase certain convertible promissory note (the“ Note ” ) with an aggregate principal amount of US$.Terms of Note The key terms of each Note are as follows:1.Maturity date:mont

4、hs after the closing of the Note financing(the“ Note Closing” );2.Interest: simple interest of% per annum (zero interest if theNote is converted into Series A Preferred Shares); interest increasedto% per annum upon occurrence of an event of default;3.No prepayment is allowed;4.Security: pledge of no

5、 less than% equity interest held by theFounders in the Company and the Domestic Company; Founders andthe Company shall be jointly and severally liable for the obligations under the Note;5.Conversion: Each holder of the Note shall have the right (but not the obligation) to convert all (or any part of

6、) of the outstanding principal amount of the Note (and, if so elected by such holder, any interest accrued thereon) into Series A Preferred Shares upon the Closing at a pershare conversion price equal to (i)% of the per share purchaseprice for the Series A Preferred Shares (the“ Per Share Price” ) i

7、f theClosing is consummated withindays of the Note Closing, or(ii) % of the Per Share Price if the Closing is consummated uponor after daysof the Note Closing;6.Customary events of default including customary cross default provisions.Shares Purchase AgreementRepresentationThe Group Companies and the

8、 Founders will make customary and Warrantie representations, warranties, covenants and indemnifications on a jointand several basis.Use ofProceedsClosingConditionsThe proceeds will be used for product research and development, business expansion, and working capital and other purposes as agreed by t

9、he Investor.1.Establishment of an appropriate legal and business structure acceptableto the Investor for the Companyions,operatincluding (i) the executionof a set of customary Control Documents (as defined below) and (ii) thedesignation of an Investor nominee to hold up to% equity interestin the Dom

10、estic Company;2.Execution of labor contract, invention assignment, confidentiality,non-compete and non-solicitation agreement by the Founders and KeyEmployees as agreed by the Investor with the applicable GroupCompany;3.Execution of director indemnification agreement between the Companyand the direc

11、tor appointed by the Investor (the“ Investor Director” );4.Execution of a customary management rights letter in favour of the Investor;5.Approval of transaction by the Investor s investment committee;6.Completion of business, finance, and legal due diligence by the Investor and its advisors to their

12、 satisfaction;7.All necessary approvals and consents having been obtained from existing shareholders, parties and relevant government authorities; 8.Issuance of relevant legal opinions;9.No material adverse effect;10.Submission of a detailed business plan and budget for the twelve months following t

13、he Closing which is acceptable to the Investor;11.Execution of relevant transaction documents (including without limitation Shareholders Agreement, Memorandum and Articles and Share Restriction Agreement etc.) and satisfaction of conditions precedent contained therein;12.Representations and warranti

14、es of the Group Companies and theFounders being true, accurate and complete as of the Closing;13.Other closing conditions identified in the Investors due diligence orotherwise generally applicable to similar transactions.CovenantsThe Company will provide ongoing covenants to (i) comply with the USFo

15、reign CorruptPractices Act, (ii) use of commercially reasonableefforts to avoid PFIC status and minimize the effects of CFC and PFICstatus to the extent either occurs, (iii) comply with PRC law in allmaterial respects, including, withoutlimitation, SAFE Circular 37 and SAFE Circular 7, (iv) file and

16、 r gisterany equity pledge as contemplated by the transaction documents with thecompetent governmental authorities, and (v) take such other actions asmay reasonably be deemed necessaryby the Investor based on its duediligence.Memorandum and ArticlesRights andTheSeries A Preferred Shares shall have t

17、he rights and preferences as set forthPreferencesinSchedule Ihereto which will be set forth in the Company s memorandumof Series Aof association and articles of association.PreferredSharesShareholders AgreementBoard ofThe Board of Directors of the Company shall consist ofdirectors.DirectorsThe Inves

18、tor shall have the right to designate at leastdirectors (and1 observer). The board of directors of any other Group Company shall be similarlycomposed.Pre-emptiveAny holder of Series A Preferred Shares will have a preemptive right to purchase upRights to Newto its pro rata share (based on its percent

19、age of outstanding Ordinary Shares on anIssuancesas-if-converted basis) of any securities offered by the Company (subject tocustomary exemptions) on the same price, terms and conditionsas the Companyproposes to offer such securities to other potential investors,with a right ofoversubscription if any

20、 holder of Series A Preferred Shares elects not to purchase itsfull pro rata share.InformationAny holder of Series A Preferred Shares shall receive (a) audited annual consolidatedand Inspectionfinancial statements within 120 days after the fiscal year-end, (b) unaudited quarterlyRightsfinancial stat

21、ements within 45 days from fiscal quarter-end, (c) unaudited monthlyfinancial statements within 30 days from fiscal month-end, (d) annual budget andbusiness plan for the following fiscal year at least 30 days prior to the prior fiscalyear s end, and (e) other information in relation to the operation

22、 and financials of the Group Companies reasonablyTransfer Restrictions; ROFR/Co-SaleRegistrationRightsrequested by a holder of Series A Preferred Shares. The Group Companies shall inform each holder of Series A Preferred Shares of any information that could have material adverse effect to the busine

23、ss, operation, inancial, and prospect of the Group Companies within two days of receiving such information. Each holder of Series A Preferred Shares will also be granted with customary inspection rights including access to Company facilities and personnel during normal business hours and with reason

24、able advance notification.Unless otherwise approved by the Investor, the Founders and otherholders of Ordinary Shares (excluding holders of Ordinary Shares thathave been converted from any Series A Preferred Shares) (the“ OrdinaShareholders ” ) (if any) may not sell, assign, transfer, pledge,hypothe

25、cate, or otherwise grant any interest or right with respect to anyand all of their Ordinary Shares (whether owned directly or indirectlythrough a holding entity, special purpose vehicle, etc.) except for bonafide estate planning purposes or transfer to another entity wholly ownedby the Founders prio

26、r to the Qualified IPO, provided that the Foundersand other Ordinary Shareholders shall remain to be bound by relatedagreements and remain liable for any breach by the permitted transfereeof any provision under related agreements and the permitted transfereeshall agree to be bound by related agreeme

27、nts.The Ordinary Shares of the Company s securities held by the Foundersand other Ordinary Shareholders (if any) are subject to the holders ofSeries A Preferred Shares right of first refusal-salendrightco (withcertain customary exceptions) such that the Founders and other OrdinaryShareholders may no

28、t sell, transfer or exchange their Ordinary Share(whether owned directly or indirectly through a holding entity, specialpurpose vehicle, etc.) unless each holder of Series A Preferred Shares has an opportunity to either purchase the shares (with a right of overallotment if any holder of Series A Pre

29、ferred Shares elects not to purchase its full pro rata share ) on a pro-rata basis (calculated based on the number of Ordinary Shares held by the related holders of Series A Preferred Shares on an as converted basis) or participate in the sale on a pro- rata basis (calculated based on the number of

30、Ordinary Shares held by the related holders of Series A Preferred Shares and the transferring Founder or other Ordinary Shareholders on an as converted basis).Customary registration rights for U.S. capital market (including no less than 2 demand registration rights and unlimited Form F-3/S-3 and pig

31、gyback registration rights) and similar rights for other capital markets. The registration rights shall terminated upon the earlier of (a) when all shares of an Investor are eligible to be soldwithout restriction under Rule 144 and (b) the 5th anniversar y of the Company s IPO.EmployeeImmediatelypri

32、or to the Closing,% of the Company sfully -dilutedshareStock Optioncapital will be reserved for issuance pursuant to the Company semployeestockPlanoption plan to be adopted after the Closing. Unless otherwise approvedby theCompany s Board of Directors, awards under the Company s employee stock optio

33、nplan will vest over a four-year period at the rate of 25% per year.CommitmentEach Founder shall(i)devote hisor her time and attention exclusivelyto theand Non-business of the GroupCompanies and use his or her best efforts to promote theCompetitionGroup Companiesinterests unless his/ her earlier res

34、ignation is approved by theBoard of Directors (including the affirmative vote of the Investor Director), and (ii)so long as such Founder is a director, officer, employee or a direct or indirect holderof equity securities of a Group Company and for two years after such Founder is nolonger a director,

35、 officer, employeeor a direct or indirect holder of equity securities of a Group Company, shall not, andshall cause his affiliate not to, directly or indirectly, not involve him/herself in anybusiness that shall compete with any Group Company.Termination ofThe Investorrights under the Shareholders A

36、greement (other thanregistrationRightsrights whichshall terminate in accordance with the above-mentionedterms) willterminate upon the consummation of a Qualified IPO.Shares Restriction AgreementFounder ShareAllOrdinaryShares held by Founders willbe subject to a four-yearvestingVesting andschedule st

37、arting from the Closing or the date of signing formal employment contractTransferwith the company, whichever is later.Due DiligenceConfidentialityExclusivityGeneral ProvisionsThe Founders and the Company shall assist the Investor in conducting business, finance and legal due diligence on the Group C

38、ompanies, and provide reasonable access to all books, records, facilities and management team of the Group Companies. The Company and the Founders agree that, the Investor shall be allowed to conduct detailed due diligence on the Group Companies.The terms and conditions described in this Term Sheet,

39、 including its existence shall be confidential information and shall not be disclosed to any third party, unless required by applicable law. If any party hereto determines that it/he is required by law to disclose information regarding this Term Sheet or to file this Term Sheet with any relevant sec

40、urities exchange, regulatory authority or governmental agency, it/he shall, at a reasonable time before making any such disclosure or filing, consult with the other parties regarding such disclosure or filing and, to the extent possible, seek confidential treatment for such portions of the disclosur

41、e or filing as may be requested by the other parties. Notwithstanding the foregoing, the Investor may share the terms and conditions of this Term Sheet with its affiliates, shareholders, investors and advisors, as well as any other person if so required for fund reporting purpose.Withindays after th

42、e date hereof (“ Exclusivity Period” ), theInvestor shall have the right to negotiate with the Company and theFounders on an exclusive basis; and as long as the negotiations arecontinuing in good faith, such period shall be extended automatically bysuccessive-month periods, unless terminated for any

43、 reason inwriting by either party upon expiration of such period.Each of the Company and the Founders further agree that during theExclusivity Period, without the prior written consent of the Investor, it/heshall not, and shall cause its/his agents, representatives, shareholders,officers, directors,

44、 employees and any other person acting on its behalfnot to, directly or indirectly (i) hold discussions, (ii) solicit, (iii) negotiatewith respect to, (iv) facilitate or (v) accept any offers for the subscriptionor purchase of, or sell or transfer (whether by merger, consolidation,amalgamation or ot

45、herwise) any equity interests or shares of theCompany or its subsidiaries (including options or warrants to purchasesuch equity interests or securities convertible into or exchangeable forsuch equity interests), or all or substantially all of the assets, operationsor business of the Company or its s

46、ubsidiaries, or otherwise engage inany transaction which would reasonably be expected to impede, interferewith, or materially delay the transaction contemplated hereunder (any forthe foregoing, an“ Alternative Transaction” ).Each of the Company and the Founders represents and warrants thatit/he/she

47、is not bound by or subject to any agreement with any person orentity concerning an Alternative Transaction. Each of the Company andthe Founders agrees to promptly advise the Investor of any third partyinquiry or proposal concerning any Alternative Transaction that may bereceived, including the terms

48、 of the proposal and the identity of theinquirer or offeror.ExpensesIf the transaction is closed or terminated other than due to fault of the Investor, theCompanyshall immediatelypay the Investor allexpenses related to this project,includingalltaxes,travelexpenses, attorneyfees, accountant fees, oth

49、erprofessionals fees, due diligence expenses and other costs to the extent notessinexcof US$GoverningThis Term Sheet shall be governed by the laws of Hong Kong.LawDisputeAny dispute arising from or in connection with this Term Sheet shall be settled byResolutionarbitration at Hong Kong International

50、 Arbitration Centre in accordance with its theneffective arbitration rules.LanguageThe definitive agreements shall be made in English.Sign DateThis term sheet willautomatically become voidand nullwithout notice to eitherparty if it is not signed onIf the terms of this Term Sheet are acceptable to yo

51、u, please so indicate on the enclosed copy of this Term Sheet and return it to the undersigned no later than 5:00P.M. Beijing Time on. For and Behalf of the Company Name of the Founders For and Behalf of the InvestorSchedule IRights and Preferences of Series A Preferred SharesDividendRightsVotingRig

52、htsProtectiveProvisionEach of the Series A Preferred Shares shall be entitled to receive non-cumulative/ cumulative dividends in preference to any dividend on the Ordinary Shares at the rateof% of the per share issue price of Series A Preferred Shares per annum when andas declared by the Board of Di

53、rectors. No dividend, whether in cash, in property, inshares of the Company or otherwise, shall be paid on Ordinary Shares of the Company unless and until a dividend in like amount is first paid in full on all Series A Preferred Shares on an as-if-converted basis.Each share of Series A Preferred Sha

54、res will be entitled to vote on all matters submitted to a vote of the shareholders and will be entitled to the number of votes equal to the number of Ordinary Shares then issuable upon conversion at the applicable conversionratio. The Series A Preferred Shares will generally vote together with the Ordinary Shares and not as a separate class, except in respect of customary veto matters.A. Shareholders Consent Right.The consent of the holders of a majority of the Series A Preferred Shares shall be required for any Group Company to take any of the following actio