***Certain information in this document has been excluded pursuant to Regulation S-K, Item601(b). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets(“[redacted]”) in this exhibit.***

Execution Version

Confidential

AGREEMENT AND PLAN OF MERGER

by and among

Tencent Music Entertainment Group

MERGER SUB

Ximalaya Inc.

FOUNDER PARTIES AS SET FORTH IN SCHEDULE A HERETO, and

XIMA HOLDINGS LIMITED, AS SHAREHOLDER REPRESENTATIVE

June 10, 2025

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 10, 2025 by and among Tencent Music Entertainment Group, an exempted company incorporated under the laws of the Cayman Islands (“Acquiror”), an exempted company to be incorporated by Acquiror under the laws of the Cayman Islands (“Merger Sub”), Ximalaya Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), Xima Holdings Limited, solely in its capacity as representative, agent and attorney-in-fact of the Shareholders (the “Shareholder Representative”), and the parties listed on Schedule A attached hereto (the “Founder Parties”, and each a “Founder Party”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Schedule B.

WITNESSETH

WHEREAS, Merger Sub, once incorporated, will be a wholly owned Subsidiary of Acquiror formed for the purposes of consummating the transactions (including the Merger and the Restructuring, both as defined below) contemplated by this Agreement (the “Transactions”).

WHEREAS, each of Acquiror, Merger Sub and the Company intends to effect a business combination through the statutory merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and pursuant to which the Company would become a wholly owned subsidiary of Acquiror (the “Merger”), on the terms and conditions set forth in this Agreement and in accordance with the Companies Act.

WHEREAS, as a condition and material inducement to Acquiror and Merger Sub’s willingness to enter into this Agreement, prior to the execution and delivery of this Agreement, (a) certain Shareholders have entered into and delivered to Acquiror the voting undertaking letters (each, a “Voting Undertaking Letter”), (b) the Company has held a duly convened and quorate meeting of the board of directors of the Company and has obtained the Requisite Board Approval at such meeting, in each case, in accordance with its Charter Documents, the Companies Act and all other applicable Laws, (c) the Company has duly convened and held a quorate combined meeting of the Shareholders of the Company and class meetings of the relevant classes of the Shareholders of the Company (the “Company Shareholders Meeting”) and has obtained the Requisite Shareholder Approval at such meeting, in each case, in accordance with its Charter Documents, the Companies Act and all other applicable Laws, and (d) the Company has delivered to Acquiror copies of the duly executed (i) written minutes evidencing the receipt of the Requisite Board Approval and (ii) written minutes evidencing the receipt of the Requisite Shareholder Approval.

WHEREAS, prior to the date of the Closing, the Company intends to effect an internal reorganization pursuant to the terms and conditions set forth in Exhibit F hereto, including, without limitation, separation and transfer of the Carve-out Business from the Company (the “Restructuring”).

WHEREAS, Acquiror, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements, as more fully set forth herein, in connection with the Merger, the Restructuring and the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:

ARTICLE I
Description of Transactions

provided, that, save as otherwise provided under Section 1.4 and Schedule 1.4, (A) the aggregate amount of (1) the total Cash Consideration for all Company Shares that are issued and outstanding as of immediately prior to the Effective Time (excluding the Cancelled Shares and the Dissenting Shares), (2) the cash portion of the total Dissenting Baseline Merger Consideration with respect to all the Dissenting Shareholders, and (3) the ESOP Cash Consideration shall not exceed US$1,260,000,000, and (B) the aggregate number of Acquiror Ordinary Shares (1) issuable as total Stock Consideration with respect to all Company Shares that are issued and outstanding as of immediately prior to the Effective Time (excluding the Cancelled Shares and the Dissenting Shares), (2) represented by the stock portion of the total Dissenting Baseline Merger Consideration with respect to all the

Dissenting Shareholders, and (3) represented by the ESOP Stock Consideration shall not exceed 5.1986% of the Acquiror Share Count.

ARTICLE II

CLOSING AND CLOSING PAYMENTS

provided that no such deposits shall be required to be made with respect to any Dissenting Shares or Cancelled Shares (such amount calculated on the basis of the above formula in this Section 2.3(b)(i) being the “Closing Cash Payment”). The Paying Agent shall pay to each Shareholder that is not a Dissenting Shareholder the Closing Cash Payment payable to such Shareholder pursuant to the procedures set out in Section 2.3(c). To the extent the Merger

Consideration payable to a Founder Shareholder is reduced by (x) any Metrics Deficiency Recovery Amount attributable to such Founder Shareholder, and (y) any Net Cash Shortfall Amount attributable to such Founder Shareholder pursuant to Section 2.2(b)(viii)(A), Acquiror shall be deemed to have fully discharged its obligations to make such reduced portion of Merger Consideration to such Founder Shareholder.

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A DEED OF UNDERTAKING, DATED AS OF [*], 2025, BY AND AMONG THE ISSUER AND THE HOLDER OF SUCH SECURITIES, AS AMENDED, INCLUDING, WHERE APPLICABLE, CERTAIN LIMITED PERMITTED TRANSFERS. A COPY OF SUCH DOCUMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(E) Definition of Outstanding Claims. In the case of an indemnification claim, such claim shall be regarded as outstanding if an Indemnification Claim Notice with respect to that indemnification claim has been given by the Indemnified Parties to the Founder Parties in accordance with Section 9.5 and that indemnification claim has not been settled. For the purpose of this Section 2.3(b)(iv)(E), an indemnification claim shall be regarded as settled if:

(1) such indemnification claim is withdrawn in writing by the Indemnified Party;

(2) the Founder Parties and Acquiror so agree or deemed to agree in accordance with Section 9.5(b) or Section 9.5(c); or

(3) a final and binding arbitral award is issued following an arbitration proceeding commenced in accordance with Section 9.5(d) and Section 11.11.

(F) Preservation of Remedies. Nothing in this Section 2.3(b)(iv) limits any rights or remedies available to Indemnified Parties to recover any amount due to it in respect of any indemnification claim. To the extent that the Founder Indemnity Shares are insufficient to satisfy the Claimed Indemnity Amount, the Founder Parties shall be personally liable for the shortfall and, subject to the applicable limitation provisions of this Agreement, the Founder Parties shall pay Acquiror such shortfall within ten (10) Business Days following the final resolution of each such claim. In no event shall the Founder Indemnity Shares be considered as liquidated damages for any breach under this Agreement.

(c) Paying Agent; Share Registrar; Exchange Procedures.

(i) Payment of the Cash Consideration

(A) With respect to each Shareholder that is not a Dissenting Shareholder, subject to the Merger becoming effective, and subject to Acquiror’s prior receipt of (1) a duly executed Deed of Undertaking, (2) in the case of any ODI Shareholder, appropriate documentary evidence confirming such ODI Shareholder’s designated bank account as identified in the Payment Instruction Spreadsheet is a qualified foreign exchange capital account under the account title of Foreign Exchange Capital Account Settlement Account (资本项目结算账户) , or any other account of a similar nature permitted by the applicable Law of the PRC for receiving its Cash Consideration, and (3) the original certificate(s) representing such Shareholder’s Company Shares (the “Company Share Certificate”) (collectively, the “Exchange Documents”), within one (1) Business Day after the later of (x) the Closing Date or (y) the date when Acquiror receives all of the Exchange Documents with respect to such Shareholder, Acquiror shall cause Paying Agent to pay to such Shareholder, by wire transfer of immediately-available funds, a cash amount equal to such Shareholder’s Closing Cash Payment; provided, that subject to the occurrence of the Closing and Acquiror’s prior receipt of the Exchange Documents, if and only to the extent that the payment instructions with respect to a Shareholder are erroneous and/or incomplete in the Payment Instruction Spreadsheet such that the Paying Agent cannot effect the payment, no payment shall be initiated by the Paying Agent unless and until the following conditions are met: (x) the Shareholder Representative (and not any individual Shareholder)

provides Acquiror with full details of written payment instructions in respect of such Shareholder; and (y) five (5) Business Days have elapsed after Acquiror’s receipt of such payment instructions from the Shareholder Representative.

(B) Within one (1) Business Day after the date of payment of the Closing Cash Payment by the Paying Agent to such Shareholder, Acquiror shall, or shall cause Paying Agent to, provide to the Shareholder Representative with the SWIFT MT103 for such payment.

(C) For clarity, if any Shareholder does not receive its Closing Cash Payment despite the issuance of the SWIFT MT103 due to any clerical error regarding such Shareholder contained in the Payment Instruction Spreadsheet, Acquiror shall not be deemed in breach of this Agreement if such Shareholder fails to provide the corrected information as required in the Payment Instruction Spreadsheet.

(D) Within three (3) Business Days after receiving the Payment Instruction Spreadsheet, Acquiror shall cause the Paying Agent to send a de minimis “penny test” to each Shareholder’s account provided in the Payment Instruction Spreadsheet. If credit of that penny test is not confirmed within five (5) Business Days by any Shareholder (each, a “Unverified Shareholder”), Acquiror shall, and shall instruct the Paying Agent to, investigate and continue to use all reasonable efforts to facilitate clearance of payment to such Unverified Shareholder until two (2) Business Days before the Closing. To the extent the Paying Agent confirms the test payment cannot be cleared to arrive at any Unverified Shareholder’s designated account, within one (1) Business Day after the Closing (subject to the Merger having been effective), Acquiror shall cause the Paying Agent pay such Unverified Shareholder’s entire Closing Cash Payment to the Shareholder Representative’s account stated in the Payment Instruction Spreadsheet, on behalf of and for the sole benefit of such Unverified Shareholder. Acquiror shall be deemed to have fully satisfied its obligation to pay such Unverified Shareholder so affected upon receipt of such Closing Cash Payment by the Shareholder Representative. The Shareholder Representative shall promptly consult with the affected Unverified Shareholder to identify and implement a lawful and practicable payment method, and arrange the onward payment of the relevant Closing Cash Payment to such Unverified Shareholder.

(ii) For avoidance of doubt, the failure of any particular Shareholder to furnish payment instruction or Exchange Documents shall not delay, invalidate or otherwise affect the payments of Closing Cash Payment to any other Shareholder, which shall proceed as set forth above.

(iii) With respect to each Shareholder entitled to receive Stock Consideration, subject to the Merger becoming effective, and subject to Acquiror’s prior receipt of the Exchange Documents and a duly completed and executed Accredited Investor Questionnaire (for each Shareholder that is a U.S. Person) or Non-U.S. Person Questionnaire (for each Shareholder that is not a U.S. Person), in the case of any ODI Shareholder, the documents specified in Section 7.15 in addition to the Exchange Documents, Acquiror shall procure the Share Registrar to (A) update the register of members of Acquiror to reflect the issuance of the Stock Consideration to such Shareholder (or the ODI Shareholder Affiliate, where applicable) on the first (1st) Business Day immediately following the Closing Date (the “Stock Allotment Date”); (B) deliver an updated extract of the register of members, Certified by the Share Registrar, for such Shareholder (or the ODI Shareholder Affiliate, where applicable) to the Shareholder Representative on the Business Day immediately following the Stock Allotment Date; and (C) make available, for collection by the Shareholder Representative (or its duly authorized representative) at the Share Registrar’s Hong Kong office, the original share certificates evidencing the Stock Consideration on the second (2nd) Business Day immediately following the Stock Allotment Date. For the avoidance of doubt, the failure of any particular Shareholder to deliver its Exchange Documents shall not delay, invalidate or otherwise affect the payment of Closing Cash Payment or issuance, registration or delivery of Stock Consideration to any other Shareholder pursuant to this Section. Any Company Share Certificates so surrendered shall be cancelled.

(iv) Lost, Stolen or Destroyed Certificates. In the event any Company Share Certificate shall have been lost, stolen or destroyed, the Paying Agent shall pay the Closing Cash Payment pursuant to Section 2.3(c)(i) in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact and an indemnity in such form and substance in accordance with the Charter Documents of the Company by the holder thereof; provided, that the name and information of such Shareholder in the affidavit and indemnity shall be consistent with the Company ROM.

(v) Transfers of Ownership. If any Merger Consideration is disbursed to a Person other than the Person whose name is reflected on the Company ROM (other than pursuant to Section 7.15), the Merger Consideration will be paid to the Person requesting such transfer upon delivery of evidence to the reasonable

satisfaction of Acquiror of such Person’s entitlement of the relevant Company Share and that the person requesting such exchange will have paid to Acquiror or any agent designated by it any transfer or other Taxes required by reason of the payment of any portion of the Merger Consideration in any name other than that of the registered holder of the Company Share, or established to the satisfaction of Acquiror or any agent designated by it that such Tax has been paid or is not payable.

(vi) Paying Agent to Return Merger Consideration. At any time following the last day of the sixth (6) month following the Effective Time, Acquiror shall be entitled to require the Paying Agent to deliver to Acquiror or its designated successor or assign any portion of the Cash Consideration deposited with the Paying Agent pursuant to Section 2.3(c)(i) (the “Exchange Fund”), and any and all interest thereon or other income or proceeds thereof, not disbursed to the holders of Company Shares pursuant to Section 2.3(c), and thereafter the holders of Company Shares shall be entitled to look only to Acquiror (subject to the terms of Section 2.3(c)(vii) only) as general creditors thereof with respect to any and all cash amounts and Acquiror Ordinary Shares that may be payable to such holders of Company Shares pursuant to Section 1.3 upon the due surrender (or equivalent action) of such Company Shares and duly executed, applicable, Exchange Documents in the manner set forth in Section 2.3(b)(ii). No interest shall be payable in respect of any portion of the Exchange Fund delivered to Acquiror pursuant to the provisions of this Section 2.3(c) and which are subsequently delivered to the holders of Company Shares.

(vii) No Further Ownership Rights in Company Shares. The Merger Consideration (as reduced pursuant to Section 2.3(b)) paid in respect of the surrender (or equivalent action) for exchange of Company Shares in accordance with the terms of this Agreement shall be deemed to be full satisfaction of all rights pertaining to such Company Shares, and there shall be no further registration of transfers on the records of the Surviving Company of Company Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Share Certificates are presented to Acquiror or the Surviving Company for any reason, they shall be canceled and exchanged as provided in this ARTICLE II.

(viii) No Liability. Notwithstanding anything to the contrary in this Section 2.3(c)(viii), none of Acquiror, the Paying Agent, the Surviving Company, nor any party hereto shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

2.4 Payment of ESOP Consideration.

(a) ESOP Spreadsheet.

(i) No later than thirty (30) days prior to the Closing, the Company shall deliver to Acquiror a spreadsheet (the “ESOP Spreadsheet”, in the form as set out in Schedule 2.4(a) and certified by the Company as true, complete and accurate as at the Closing) setting forth the following information with respect to each ESOP Holder or ESOP Shareholder under the Global Plan (each, a “Global ESOP Holder”), and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein: (A) the name and address (including email address) of each Global ESOP Holder, (B) whether such Global ESOP Holder is a current or former employee or consultant of the Company and whether such Global ESOP Holder is a Key Employee, (C) the number of the Global Options or Global RSUs held by such Global ESOP Holder, (D) the portion of ESOP Cash Consideration allocated to each Global ESOP Holder, (E) the percentage of Acquiror Share Count represented by the number of Acquiror RSUs to be allocated to each Global ESOP Holder as his or her portion of ESOP Stock Consideration, and the vesting schedule of such Acquiror RSUs; (F) the status of Tax payment in connection with the ESOP Cash Consideration allocated to each Global ESOP Holder; and (G) whether the Global ESOP Holder has executed the Individual Waiver Letters.

(ii) No later than seven (7) Business Days prior to the Closing, Acquiror shall notify the Company in writing the estimated Acquiror Share Count, and the Company shall update the ESOP Spreadsheet such that the information provided as to limb (E) in the above Section 2.4(a)(i) shall be updated to reflect the specific number of Acquiror RSUs to be allocated to each Global ESOP Holder no later than six (6) Business Days prior to the Closing.

(b) ESOP Cash Consideration. The ESOP Cash Consideration shall be paid to the applicable ESOP Holders on or prior to the Closing Date in accordance with the terms and conditions set forth in Schedule D, subject to all applicable Tax withholding requirements.

(c) ESOP Stock Consideration. Subject to Acquiror’s receipt and reasonable satisfaction of the ESOP Spreadsheet and supporting documentation pursuant to Section 2.4(a), Acquiror shall issue a grant notice,

electronically available through Acquiror’s designated online platform, to each applicable ESOP Holder on the Stock Allotment Date, specifying the number and vesting period of the ESOP Stock Consideration for such ESOP Holder, in each case consistent with the data contained in the ESOP Spreadsheet. Such notice shall be delivered to the addresses specified for each ESOP Holder in the ESOP Spreadsheet.

2.5 Locked Box; No Leakage.

The Company warrants and undertakes to, and covenants with Acquiror that, except for Permitted Leakage, in the period from (and including) the Locked Box Date up to (and including) the Closing Date (such period being “Leakage Period”):

(a) no management charge or fee has been levied by any Leakage Party against the Company or any of its Subsidiaries and there has been no payment of any management, service or other fees or compensation from the Company or any of its Subsidiaries to, or for the benefit of, any Leakage Party;

(b) no share or loan capital or other equity interest of the Company or any of its Subsidiaries has been issued, redeemed, repurchased, returned or repaid to, or for the benefit of, any Leakage Party;

(c) no payments (whether in cash or in kind), offsetting of any principal, interest or other amount under any Indebtedness of the Company, loans or financial benefits have been made or granted and no assets, rights or other interests have been transferred to, or for the benefit of, any Leakage Party by the Company or any of its Subsidiaries;

(d) no dividend, cancellation or other distribution of profits or assets (whether in cash, securities, other property or in kind), or any bonus or other payment of any nature, has been or will be paid or declared or made by the Company or any of its Subsidiaries to or in favor of, any Leakage Party;

(e) no transaction has been or will be made between the Company or any of its Subsidiaries, on the one hand, and any Leakage Party, on the other hand;

(f) no amounts owed to the Company or any of its Subsidiaries by any Leakage Party have been or will be waived or forgiven;

(g) no assets, rights or other benefits have been or will be transferred, hypothecated or pledged by the Company or any of its Subsidiaries to any Leakage Party and no Lien has been or will be created over any of the assets of the Company or any of its Subsidiaries in favor of a Leakage Party;

(h) no incentive payments of any kind payable in connection with this Agreement and any Transaction Document or the transactions contemplated hereby and thereby have been paid or granted by the Company or any of its Subsidiaries to, or for the benefit of, any Leakage Party;

(i) no Liabilities have been (or have agreed to be) assumed, guaranteed, indemnified, or incurred by, and no Lien has been created over any asset, right or interest of the Company or any of its Subsidiaries in favor of, or for the benefit of, any Leakage Party;

(j) no counter-indemnity or other similar undertaking has been given in respect of any guarantee, indemnity, bond, letter of credit or other similar instrument by the Company or any of its Subsidiaries for the benefit of any Leakage Party;

(k) the Company has not nor has any of its Subsidiaries amended to the detriment of the Company or any of its Subsidiaries the terms of its borrowing or Indebtedness owed by it to any Leakage Party;

(l) no intercompany payables and/or receivables have been exchanged or paid between the Leakage Parties, on the one side, and the Company or any of its Subsidiaries, on the other side;

(m) the Company has not nor has any of its Subsidiaries waived of, released, discounted, failed or delayed in enforcing a claim of any kind or any proceeding against any Leakage Party; and

(n) the Company will not nor will any of its Subsidiaries acquire or be subject to any Liability for any Taxes which arise as a result of any of the matters set out in this Section 2.5 (whether or not actually received by the applicable Persons or in respect of which such Persons have benefited).

2.6 Pre-Closing Statement; Post-Closing Statement.

(a) Defined Terms. Capitalized terms that are used in this Section 2.6 and are not otherwise defined in this Agreement shall have the meanings given to them in Schedule 2.6(a) (Definitions of Closing Financial Metrics and Deficiency Recovery Metrics), which schedule is hereby incorporated into, and shall be deemed to form an integral part of this Agreement.

(b) Pre-Closing Statement.

(i) When the Company determines in good faith that all conditions in Section 2.2(a) and Section 2.2(b) (other than the conditions under Section 2.2(b)(viii)) have been satisfied or are reasonably expected to be satisfied, in any event no later than the last Condition Precedent (other than the conditions under Section 2.2(b)(viii)) being satisfied or waived pursuant to this Agreement, it shall deliver a written notice (the “Bring-Down Notice”) to Acquiror and the Independent Accountant instructing the Independent Accountant to commence preparation of a pre-Closing statement (such statement, as revised to correct any manifest error, and/or as updated pursuant to this Section 2.6(b), the “Pre-Closing Statement”), provided that by the date of the Bring-Down Notice, the Company shall have prepared and made available to the Independent Accountant substantially all the financial documents and operating data necessary for the preparation of the Pre-Closing Statement. Acquiror and the Company shall jointly instruct in writing (the “Bring-Down Instruction”) the Independent Accountant within five (5) Business Days after Acquiror’s receipt of the Bring-Down Notice to commence the review and prepare the Pre-Closing Statement in accordance with this Section 2.6.

(ii) For the purpose hereof, the term “Independent Accountant” shall mean a firm of public accountants of national standing in the PRC mutually agreed between Acquiror and the Company in writing. Acquiror and the Company shall jointly execute an engagement letter with the Independent Accountant within ninety (90) days after the date of this Agreement, and the Independent Accountant’s fees, costs and expenses in connection with this Agreement (including preparation of the Pre-Closing Statement, any updated Pre-Closing Statement and the Post-Closing Statement) shall be borne 50% by the Company and 50% by Acquiror. The Pre-Closing Statement shall:

(A) designate the “Reference Date” as the last calendar day of the month that is three (3) calendar months before the month in which the anticipated Closing Date falls (for illustration, if Closing is expected to occur on any date in May, the Reference Date shall be last calendar day of February);

(B) set out, as of, or for the periods ending on, the Reference Date, each of the Closing Financial Metrics, namely [redacted].

(C) set out, as of, or for the periods ending on, the Reference Date, each of the Deficiency Recovery Metrics, namely [redacted].

(D) state the resulting Weighted Combined Ratio;

(E) apply the same recognition and measurement policies and accounting treatment that Acquiror and its advisors employed in the financial due diligence review of the financial statements of the Company for the year of 2024 (the “Acquiror Methodology”); provided, that the Independent Accountant may not depart from the Acquiror Methodology without prior written consent of both the Company and Acquiror. If any such departure causes the value of any 2024 financial metric that corresponds to any Closing Financial Metric or Deficiency Recovery Metric in the Pre-Closing Statement to be lower than the figure previously provided by Acquiror based on its financial due diligence review process, such departure shall be deemed a “manifest error” under Section 2.6(b)(i), and the Company and Acquiror shall procure that the Independent Accountant promptly recalculate the metric using the Acquiror Methodology and issue a revised Pre-Closing Statement; and

(F) be delivered by the Independent Accountant to the Company and Acquiror within thirty (30) calendar days after the Independent Accountant’s receipt of the Bring-Down Instruction and shall remain valid for ninety (90) calendar days after the Reference Date, subject to the update mechanism in Section 2.6(b)(iv).

(iii) the Company shall, and shall cause its Subsidiaries to, provide the Independent Accountant with reasonable access to books, records and personnel required to prepare the Pre-Closing Statement.

(iv) The Pre-Closing Statement remains valid for ninety (90) calendar days after the Reference Date (the “Validity Period”). If, at any time before the Closing, the Company reasonably determines that

the Closing is then expected to occur after the end of the Validity Period, the Company shall instruct the Independent Accountant to prepare an updated Pre-Closing Statement. The updated statement shall:

(A) use a new reference date being the last calendar day of the month that is three (3) calendar months before the month in which Closing is then scheduled to occur; provided, that such new reference date is not more than ninety (90) calendar days before that scheduled Closing Date; and

(B) be delivered by the Independent Accountant within thirty (30) calendar days after receipt of the instruction, whereupon it shall replace the earlier Pre-Closing Statement for all purposes of this Agreement (including the calculation of any of the Closing Financial Metrics or any of the Deficiency Recovery Metrics).

(C) The updated Pre-Closing Statement shall itself be subject to this Section 2.6(b)(iv) on the same basis, so that a further update will be required whenever Closing is again expected to fall outside the Validity Period.

(v) The Pre-Closing Statement shall be final, conclusive and binding upon the Company, Acquiror and the Founder Parties, and shall be used for determining the Closing Financial Metrics, the Deficiency Recovery Metrics and the resulting Weighted Combined Ratio.

(c) Adjustment of Founder Shareholders’ Merger Consideration.

(i) Immediately after Acquiror notifies the Company of the Acquiror Share Count on the Share Count Notification Date, the Company shall calculate the Acquiror Share Price and the Metrics Deficiency Recovery Amount in accordance with the formula in Schedule 2.6(a), using the relevant metric values from the latest Pre-Closing Statement (together, the “Adjustment Amount”).

(ii) The Adjustment Amount shall be translated into a number of Acquiror Ordinary Shares by dividing it by the Acquiror Share Price. The Stock Consideration otherwise issuable to the Founder Shareholders at the Closing shall be reduced by such number of Acquiror Ordinary Shares, with the reduction allocated between the Founder Shareholders in accordance with the Founder Shareholder Pro Rata Portion. To the extent the number of Acquiror Ordinary Shares so adjusted falls below zero pursuant to this Section 2.6(c), each Founder Shareholder’s Cash Consideration shall be reduced by such amount using the following formula:

Adjustment Amount × Founder Shareholder Pro Rata Portion – Value of such Founder Shareholder’s Stock Consideration (as determined based on the Acquiror Share Price)

(iii) The updated allocation, showing the reduced Stock Consideration and Cash Consideration (if any) for each Founder Shareholder, shall be set out in the Payment Spreadsheet. Deduction of the Adjustment Amount in this manner constitutes full and final settlement of the Founder Shareholders’ obligations in respect of any Metrics Deficiency Recovery Amount, and no further payment or reimbursement shall be required after Closing.

(d) Post-Closing Statement.

(i) Within ten (10) Business Days after the Closing Date, Acquiror shall instruct the Independent Accountant to prepare a post-Closing statement (the “Post-Closing Statement”) calculating (A) the Net Cash as of 11:59 p.m. (Hong Kong time) on the Closing Date, and (B) the Leakage Amount, if any, during the Leakage Period. The parties hereto shall provide the Independent Accountant with all information reasonably required for this purpose.

(ii) The Independent Accountant shall deliver the Post-Closing Statement to the Acquiror and the Founder Shareholders within thirty (30) calendar days after Closing.

(iii) The Post-Closing Statement shall be final, conclusive and binding on Acquiror and the Founder Shareholders.

(e) Post-Closing Adjustment Payment. Within thirty (30) days after the issuing of the Post-Closing Statement by the Independent Accountant, a single net cash settlement payment shall be determined and effected as follows:

(i) If the Net Cash as of the Closing Date, as determined in the Post-Closing Statement, (the “Final Closing Cash”) is less than the Closing Net Cash set forth in the Pre-Closing Statement (the “Initial Closing Cash”) (such shortfall, the “Net Cash Deficiency Amount”), then:

(A) In the case scenario where there has been a Net Cash Shortfall Amount deducted from the Cash Consideration paid to the Founder Shareholders at Closing, then each Founder Shareholder shall severally pay to Acquiror in immediately available funds (on a dollar-for-dollar basis) such amount as determined in accordance with the following formula:

FSPRP x (NCDA + LC)

where

“FSPRP” means such Founder Shareholder’s Founder Shareholder Pro Rata Portion,

“NCDA” means the absolute value of the Net Cash Deficiency Amount, and

“LC” means the Leakage Amount as determined in the Post-Closing Statement.

(B) In the case scenario where no Net Cash Shortfall Amount has been deducted from the Cash Consideration paid to the Founder Shareholders at Closing, and the Final Closing Cash is less than the Net Cash Closing Target, then each Founder Shareholder shall severally pay to Acquiror in immediately available funds (on a dollar-for-dollar basis) such amount as determined in accordance with the following formula:

FSPRP x (LC + (NCCT - FCC))

where

“FCC” means the Final Closing Cash, and

“NCCT” means the Net Cash Closing Target.

(C) In the case scenario where no Net Cash Shortfall Amount has been deducted from the Cash Consideration paid to the Founder Shareholders at Closing, and the Final Closing Cash exceeds the Net Cash Closing Target, then each Founder Shareholder shall severally pay to Acquiror in immediately available funds (on a dollar-for-dollar basis) such amount as determined in accordance with the following formula:

FSPRP x LC

(ii) If the Final Closing Cash exceeds the Initial Closing Cash (such excess amount being the “Net Cash Surplus Amount”) and there has been a Net Cash Shortfall Amount deducted from the Cash Consideration paid to the Founder Shareholders at Closing, then Acquiror shall pay to the Founder Shareholders (to be allocated based on the Founder Shareholder Pro Rata Portion) such amount (“Post-Closing True-up Amount”) equivalent to:

(A) the Net Cash Shortfall Amount, if the Net Cash Surplus Amount is greater than the Net Cash Shortfall Amount, or

(B) the Net Cash Surplus Amount if the Net Cash Surplus Amount is no greater than the Net Cash Shortfall Amount,

in either case of sub-section (A) or (B) above, minus the Leakage Amount as determined in the Post-Closing Statement (if and only if the net balance of the Post-Closing True-up Amount after deducting the Leakage Amount remains to be a positive figure); provided, that the Founder Shareholders shall severally pay to Acquiror their respective Founder Shareholder Pro Rata Portion of such balance amount (if a positive figure) of Leakage Amount minus the Post-Closing True-up Amount.

(iii) If there is a positive Net Cash Surplus Amount and no Net Cash Shortfall Amount has been deducted from the Cash Consideration paid to the Founder Shareholders at Closing, then the Founder Shareholders shall severally pay to Acquiror its applicable Founder Shareholder Pro Rata Portion of the Leakage Amount as determined in the Post-Closing Statement.

(iv) For the avoidance of doubt, any Claim by Acquiror in respect of any amount payable by any Founder Party pursuant to this Section 2.6(e) shall not be subject to any provisions of ARTICLE IX other than Section 9.3(d)(iii).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to such exceptions as are Fairly Disclosed in the appropriate section, subsection or subclause of the disclosure schedule provided by the Company to Acquiror on the date of this Agreement (the “Disclosure Schedule”) and expressly contemplated by this Agreement, the Company hereby represents and warrants to Acquiror and Merger Sub as follows, as of the date hereof and as of the Closing Date (unless any representation and warranty of the Company that address matters only as of a particular date in which case they shall be true and correct as of such date):

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB

Each of Acquiror and the Merger Sub hereby represents and warrants to the Company as follows, as of the date hereof (except for the representations and warranties relating to Merger Sub, as of the date of its incorporation) and as of the Closing Date:

4.1 Organization and Standing. Each of Acquiror and Merger Sub is an exempted company with limited liability duly organized, validly existing and in good standing under the Laws of the Cayman Islands. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and Merger Sub has no assets, Liabilities or obligations of any nature other than those incident to its formation and pursuant to the transactions contemplated by this Agreement and prior to the Effective Time, will not have engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby.

4.2 Authority and Enforceability.

(a) Each of Acquiror and Merger Sub has all requisite corporate power and authority to enter into this Agreement and any Transaction Document to which it is a party and to consummate the Merger and the transactions contemplated hereby and thereby. The execution and delivery by each of Acquiror and Merger Sub of this Agreement and any Transaction Document to which it is a party and the consummation of the Merger and the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and other action on the part of Acquiror and Merger Sub and no further corporate or other action is required on the part of Acquiror or Merger Sub to authorize this Agreement, the Merger, and any Transaction Document to which it is a party or to consummate the Merger and the transactions contemplated hereby and thereby.

(b) This Agreement and any Transaction Document to which Acquiror and Merger Sub are parties have been duly executed and delivered by Acquiror and Merger Sub and constitute the valid and binding obligations of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with their respective terms, subject to the Enforceability Limitations.

4.3 Non-contravention. The execution and delivery by Acquiror and Merger Sub of this Agreement and any Transaction Document to which Acquiror and/or Merger Sub a party, and the consummation of the transactions applicable to Acquiror and Merger Sub pursuant to this Agreement, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (a) any provision of the memorandum and articles of association of Acquiror or Merger Sub, (b) any contract to which Acquiror or Merger Sub is a party that is material to Acquiror and Merger Sub, taken as a whole or (c) any Law or Order applicable to Acquiror and Merger Sub or any of their properties or assets (whether tangible or intangible), except in the case of limbs (b) or (c) above, for such conflicts, violations, defaults, terminations, cancellations, modifications or accelerations which would not reasonably be expected to have, individually or in the aggregate, an Acquiror Material Adverse Effect on Acquiror’s or Merger Sub’ ability to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement in a timely manner.

4.4 SEC Filings.

(a) Acquiror has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required by applicable Law to be filed or furnished by Acquiror since December 31, 2021 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein in accordance with applicable SEC regulations, the “Acquiror SEC Documents”). No other Subsidiary of Acquiror is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.

(b) As of its filing date (and as of the date of any amendment), each Acquiror SEC Document complied, and each Acquiror SEC Document filed subsequent to the date of this Agreement will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law, as the case may be.

(c) Each of the consolidated financial statements of Acquiror included in Acquiror SEC Documents (including, in each case, any notes thereto) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in notes thereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) and each fairly presented, in all material respects, the consolidated financial position, the results of operations, cash flows and changes in shareholders’ equity of Acquiror and its Subsidiaries as and at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments).

4.5 Governmental Approvals. (a) No consent, waiver, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by, or with respect to, Acquiror or Merger Sub in connection with the execution and delivery of this Agreement and any Transaction Document to which Acquiror or Merger Sub is a party or the consummation of the Merger or any other transactions contemplated hereby and thereby, except for (a) the filing of the Plan of Merger and other documents required under the Companies Act with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act, (b) compliance with any applicable requirements of the Securities Act, the Exchange Act, or any other applicable securities laws and the rules and regulations, (c) compliance with the rules and regulations of the NYSE and the HKSE, (d) the authorization, approval or consent of the Governmental Entities as set forth in Section 2.2(a)(ii) (Regulatory Approval), and (e) such other consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not reasonably be expected to have an Acquiror Material Adverse Effect on Acquiror’s or Merger Sub’ ability to consummate the Transactions in accordance with the terms of this Agreement.

4.6 Merger Consideration. Acquiror has access to sufficient capital resources to pay the Merger Consideration that is payable in cash hereunder.

ARTICLE V

CONDUCT OF COMPANY BUSINESS

5.1 Conduct of Company Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Acquiror shall otherwise consent in writing, the Company shall (i) conduct the business of Company and its Subsidiaries in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, (ii) subject to Sections 7.12 and 7.13, pay all Taxes and file all Pre-Closing Tax Returns of the Company and its Subsidiaries when due in a manner consistent with the past practices of the Company and its Subsidiaries, unless otherwise required by applicable Law, (iii) pay or perform all other obligations of the Company and its Subsidiaries when due (including the timely withholding, collecting, remitting and payment of all Taxes required under Law), (iv) operate in compliance with all Privacy Requirements and other applicable Laws relating to cybersecurity and privacy protection, including Personal Data and network security requirements, (v) to the extent requested by Acquiror based on any third‑party assessment report commissioned by Acquiror, use commercially reasonable efforts to implement recommended remedial actions with respect to the Company’s and its Subsidiaries’ apps and platforms regarding privacy protections, provided, however, that the Company shall not be obligated to implement any material, substantive changes to such apps or platforms before the Closing without the mutual written consent of the Company and Acquiror, and (vi) to the extent consistent with such business, use commercially reasonable efforts to preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of the present officers and Employees of the Company and its Subsidiaries, preserve the assets (including intangible assets) and properties of the Company

and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with customers, suppliers, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Time.

5.2 Restrictions on Company Activities. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as (i) expressly contemplated by this Agreement, including the Restructuring, and (ii) specifically set forth in Schedule 5.2, the Company shall not (and shall ensure that none of its Subsidiaries shall), without the prior written consent of Acquiror:

(a) cause or permit any modification, amendment or change to the Charter Documents of the Company or any of its Subsidiaries, except for (i) any amendment to Section 3.1(a)(B) of Schedule A of the Company’s Articles to postpone the applicable triggering date to any redemption rights, or (ii) any amendment to the articles of association of the Subsidiaries solely for the purpose of updating the filed information of any PRC Subsidiary with SAMR, provided that such amendment shall exclude (A) any reduction of registered capital of any Subsidiary of the Company (except for reductions arising from underpaid registered capital by applicable shareholders of such Subsidiary), (B) any transfer, pledge or encumbrance of the Equity Securities that are directly or indirectly owned by the Company in any of its Subsidiaries (including, for the avoidance of doubt, any transfer, pledge or encumbrance of Equity Securities held by nominee shareholders in the Domestic Company and Tianbo) (except for any pledge or encumbrance of such Equity Securities that secures the Interest-Bearing Indebtedness of the Company or any of its Subsidiary), or (C) any change, replacement or appointment of any PRC Subsidiary’s director, manager, supervisor or legal representative with any Person who is not a current employee of the Company or any of its Subsidiaries or director, manager, supervisor or legal representative as nominated by other minority shareholder of such Subsidiary of the Company (provided, however, that this limb (C) shall not apply if the Company has notified Acquiror in writing in advance of such change, replacement or appointment);

(b) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Shares or the capital shares of its Subsidiaries, or split, combine or reclassify any Company Shares or the capital shares of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Company Shares or the capital shares of its Subsidiaries, or directly or indirectly repurchase, redeem or otherwise acquire any Company Shares or the capital shares of its Subsidiaries (or options, warrants or other rights convertible into, exercisable or exchangeable for Company Ordinary Shares or the capital shares of its Subsidiaries), except for forfeitures of unvested Company Options or Company RSU upon a termination of employment or service with any Employee or Service Provider pursuant to the respective underlying award agreements in effect on the date hereof;

(c) issue, grant, deliver, sell, or otherwise dispose of, or authorize or propose the issuance, grant, delivery, sale of, or otherwise disposal of, or purchase or propose the purchase of, any Equity Securities of the Company, any of its Subsidiaries or any Equity Investee; or enter into, or authorize or propose to enter into, any Contract of any character obligating any of the Company or any of its Subsidiaries to issue, grant, deliver, purchase, sell, or otherwise dispose of, any such Equity Securities (including any action to initiate or prepare public offering of any Company Share or the capital share of any of the Subsidiaries of the Company), except for (x) the issuance of any Equity Securities of any of the Company’s Subsidiaries to the Company or any of its other Subsidiaries, (y) the issuance of Company Shares pursuant to the exercise of Company Options or vesting of Company RSU under the Company Equity Incentive Plans, in each case, outstanding as of the date of this Agreement pursuant to the underlying award agreements, or (z) the disposal of any Equity Securities in any Equity Investee by the Company or any of its Subsidiaries, provided that the total transaction value for such disposal in aggregate shall not exceed[redacted] (as determined on the basis of an appraised valuation issued by a qualified PRC appraisal firm or the incurred or committed transaction amount of such Equity Securities);

(d) form, or enter into any commitment to form, a Subsidiary, or acquire, or enter into any commitment to acquire, any corporation, association, joint venture, partnership or other business entity or division thereof, individually or cumulatively in a series of transactions related to the same matter or project, at the total transaction value exceeding [redacted] (whether determined based on an appraised valuation issued by a qualified PRC appraisal firm or based on the incurred or committed investment amount);

(e) make or agree to make any capital expenditure or commitment (including, without limitation, any capital expenditure or commitment on investment, copyrights, major fixed assets or intangible assets), individually or cumulatively in a series of transactions related to the same matter or project, in excess of [redacted] (based on the incurred or committed amount), except for which is set out in paragraph (e) of Schedule 5.2;

(f) without prejudice to the restrictions under Section 5.2(c), acquire or dispose of any assets of the Company or any of its Subsidiaries or any business enterprise or division thereof, individually or cumulatively in a series of transactions related to the same matter or project, at the total transaction value exceeding [redacted] (as determined on the basis of an appraised valuation issued by a qualified PRC appraisal firm or the incurred or committed transaction amount of such asset);

(g) (i) save as otherwise provided under Section 5.2(f), sell or assign to any Person or enter into any Contract to sell or assign to any Person any rights to any Company Owned IP, or allow any material Company Owned IP to expire or lapse, (ii) save as otherwise provided under Section 5.2(e), buy or license any Technology or Intellectual Property Right of any third party (other than under Standard Inbound Agreements), (iii) license any Company Products or Company IP to third parties other than under Standard Outbound Agreements, or agreements with auto OEMs or content adaptation providers that authorize development of derivative works and products, (iv) enter into any material distributor, reseller, sales representative, marketing, or similar agreement, (v) amend, modify, or extend any agreement for the license, sale, or other distribution of Company Products or Company Owned IP (other than amendments, extensions, or modifications to Standard Inbound Agreements or Standard Outbound Agreements) that would materially reduce the Company’s or any of its Subsidiaries’ rights or materially increase its obligations, (vi) enter into any Contract with respect to the development of any Technology or Intellectual Property Right on behalf of the Company or any of its Subsidiaries with a third party (other than agreements with employees, contractors or other contributors in the ordinary course of business), (vii) save as otherwise required for the purpose of obtaining the requisite consent or amendment of any Key Copyright Agreement pursuant to Section 7.3 and Schedule 1.4, materially change pricing or royalties charged by the Company or any of its Subsidiaries to, or the compensation or other amounts payable to, the Company’s or any of its Subsidiaries’ customers or licensees, or the pricing or royalties set or charged by Persons who have licensed Technology or Intellectual Property Rights to the Company or any of its Subsidiaries by more than [redacted] in any rolling twelve-month period, other than temporary promotional discounts consistent with past practice; or (viii) amend the license applicable to any Company Owned IP such that the Company Owned IP becomes subject to an Open Source License; provided, however, that with respect to the actions described in limbs (iv) through (vii) (inclusive), the restrictions set forth in this Section 5.2(g) shall apply only to any Contract or arrangement that has a contract value in excess of [redacted], determined on an individual basis.

(h) issue or sell any debt securities (excluding the incurrence or draw-down of Interest-Bearing Indebtedness by the Company or any of its Subsidiaries), or create a Lien (other than a Permitted Lien or any Lien granted to secure Interest-Bearing Indebtedness) over any asset of the Company or any of its Subsidiaries;

(i) (x) make any loan to, or purchase debt securities of, or guarantee any Indebtedness of, any individuals (except for advances to employees for reasonable business travel and expenses in the ordinary course of business consistent with past practice), or (y) make any loan to any Person other than individuals exceeding [redacted] individually or [redacted] in the aggregate or purchase debt securities of any Person or guarantee any Indebtedness of any Person;

(j) commence or settle any Action or threat of any Action by or against the Company or any of its Subsidiaries or relating to any of their businesses, properties, rights or assets (other than (i) ordinary course collection efforts for accounts receivable owed by a third party, (ii) any Action to enforce the terms of this Agreement or any Transaction Document, and (iii) those that do not (w) involve the payment by any party thereto of monetary damages in excess of [redacted] individually or [redacted] in the aggregate, (x) involve any Governmental Entity, and (y) relate to any Tax), provided that any claims by Opposing Shareholders shall be governed by Section 7.16);

(k) pay, discharge, release, waive or satisfy any claims, rights or Liabilities that are material in nature, other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected on the Balance Sheet or incurred in the ordinary course of business after the Locked Box Date;

(l) adopt or change accounting methods or practices (including any change in depreciation or amortization policies or rates or any change to practices that would impact the methodology for recognizing revenue) other than as required by IFRS or any applicable Law;

(m) make, change, or revoke any Tax election, adopt or change any Tax accounting method, enter into any closing agreement in respect of Taxes, settle or compromise any Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, request any Tax ruling, enter into any Tax sharing or similar agreement or arrangement (other than any such agreement not primarily related

to Taxes entered into in the ordinary course of business), surrender any right to claim a material refund of Taxes, or amend any Tax Return, in each case, except as required by any applicable Law;

(n) except as required by the terms of any Company Equity Incentive Plan or Employee Agreement or any applicable Law, (i) establish, adopt, amend or terminate any Company Equity Incentive Plan, or any plan, program, policy, practice, contract, agreement or other arrangement that would be a Company Equity Incentive Plan if in effect on the date of this Agreement, other than expirations and renewals in the ordinary course of business, (ii) enter into any new material engagement with any professional employer organization or other similar service provider, (iii) increase the level of compensation payable or to become payable to any Employee or Service Provider, or make any other change that would result in increased cost to the Company to the salary, wage rate, employment status, title or other compensation (including equity based compensation) payable or to become payable by the Company or any of its Subsidiaries to any Employee or Service Provider, other than any increases or changes made in the ordinary course of business at an arm’s length basis consistent with past practice, (iv) make any declaration, payment, commitment or obligation of any kind for the payment (whether in cash, equity or otherwise) of any severance payment or other change in control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation) to any Employee or Service Provider other than (x) any such severance payments required by applicable Law in connection with the termination of employment; or (y) any other payments, bonuses, remuneration, compensation or other incentives made in the ordinary course of business at an arm’s length basis consistent with past practice, or (v) terminate, other than for cause or due to permanent disability, or hire, any Employee or Service Provider with an aggregate annual cash compensation of [redacted] or more;

(o) create any new labor union or other employee representative body that was not recognized by the Company or its Subsidiaries prior to the date of this Agreement, except as required by applicable Law;

(p) waive, release, amend or knowingly fail to enforce the restrictive covenant obligations of any Employee or Service Provider except for immaterial changes made in the ordinary course that do not have, and would not reasonably be expected to have, a material adverse effect on the Company or its Subsidiaries;

(q) send any written communications (including electronic communications) to Employees or Service Providers regarding this Agreement or the transactions contemplated hereby or make any representations or issue any communications to Employees that are inconsistent with this Agreement or the transactions contemplated thereby, including any representations regarding continued employment or offers of employment from Acquiror;

(r) amend any Company Privacy Policy, publish any new Company Privacy Policy, or announce any amendment to any Company Privacy Policy or any new Company Privacy Policy except (i) as necessary to comply with any applicable Law, or (ii) for immaterial revisions made in the ordinary course of business that do not materially increase the Company’s obligations or liabilities, nor materially and adversely affect the Company’s rights, remedies, or its relationships with customers or users;

(s) cancel, amend (other than in connection with the addition of customers and suppliers to such insurance policies from time to time in the ordinary course of business consistent with past practices) or fail to renew (on substantially similar terms) any material insurance policy of the Company or any of its Subsidiaries;

(t) (i) terminate, amend, waive, or modify in any material manner relative to any Material Contract with an actual value or obligations of [redacted] or more or the Company’s or any of its Subsidiaries’ businesses or operations, or violate, the terms of any such Material Contract, or (ii) enter into any Contract which would have constituted a Material Contract with an actual value or obligations of [redacted] or more had such Contract been entered into prior to the date of this Agreement;

(u) enter into any Contract to purchase or sell any interest in real property or grant any security interest in any real property;

(v) make any Leakage other than Permitted Leakage; or

(w) take, commit, or agree in writing or otherwise to take, any of the actions described limbs (a) – (v) of this Section 5.2, or any other action that would prevent the Company from performing, or cause the Company not to perform, its covenants or agreements hereunder.

Notwithstanding the foregoing, Acquiror’s consent shall not be unreasonably withheld, conditioned, or delayed with respect to any action for which consent is required under this Section 5.2, provided that the Company provides reasonable advanced notice and sufficient information and documents for Acquiror to evaluate the requested action.

ARTICLE VI

COMPANY NON-SOLICITATION AGREEMENT

6.1 Termination of Discussions. Except expressly in connection with the Restructuring, the Company and the Founder Parties shall immediately cease and cause to be terminated any such negotiations and discussions with third parties (other than Acquiror) regarding (i) any acquisition of all or any material portion of the business, properties, assets or technologies of the Company or any of its Subsidiaries, or any amount of Company Shares or capital shares of any of its Subsidiaries (whether or not outstanding), in any case whether by merger, consolidation, amalgamation, purchase of assets or stock, tender or exchange offer, license or otherwise (other than the sale of products and services in the ordinary course of business consistent with past practice or the licensing of Intellectual Property Rights in connection therewith), (ii) any joint venture or other strategic investment in or involving the Company or any of its Subsidiaries (other than an ongoing commercial or strategic relationship in the ordinary course of business), including any new financing, investment round or recapitalization of the Company, or (iii) any similar transaction that is not in the ordinary course of business (each of the transactions described in the preceding limbs (i), (ii) and (iii) being referred to herein as an “Alternative Transaction”).

6.2 No Solicitation. Commencing on the date of this Agreement and continuing at all times until the earlier to occur of the Effective Time and the valid termination of this Agreement pursuant to the provisions of Section 8.1, except expressly in connection with the Restructuring, neither the Company nor any of the Founder Parties shall (nor shall the Company or any Founder Party permit any of its Affiliates, directors, officers, employees, Shareholders, agents or other representatives (“Representatives”)), directly or indirectly (other than to Acquiror, Merger Sub or any Representatives of Acquiror or Merger Sub):

(a) solicit, initiate, seek, knowingly encourage, promote or support, any inquiry, proposal or offer from, furnish any non-public information regarding the Company or any of its Subsidiaries to, or participate in any discussions or negotiations with, any third party regarding, or in a manner intended or reasonably likely to facilitate, any Alternative Transaction;

(b) disclose any information not customarily disclosed to any person concerning the business, properties, assets or technologies of the Company or any of its Subsidiaries, or afford to any Person access to their respective properties, assets, technologies, books or records, not customarily afforded such access;

(c) assist or cooperate with any person to make any inquiry, offer, proposal or indication of interest regarding any Alternative Transaction; or

(d) enter into any Contract with any person providing for an Alternative Transaction.

6.3 Notice of Alternative Transaction Proposals. In the event that the Company, any Founder Party or any of its Representatives shall receive, prior to the Effective Time or the termination of this Agreement in accordance with Section 8.1, any inquiry, offer, proposal or indication of interest regarding a potential Alternative Transaction, or any request for disclosure of information or access of the type referenced in Section 6.2(b), the Company or such Affiliate or Representative shall promptly (and no later than one (1) Business Day) notify Acquiror thereof, which notice shall include the identity of the party making any such inquiry, offer, proposal, indication of interest or request, and the specific terms of such inquiry, offer, proposal, indication or request, as the case may be (including a copy of any written material and electronic communications received from such third party), and such other information related thereto as Acquiror may reasonably request.

6.4 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that the provisions of this ARTICLE VI were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed by the parties hereto that Acquiror shall be entitled to an immediate injunction or injunctions, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, to prevent breaches of the provisions of this ARTICLE VI and to enforce specifically the terms and provisions of this Agreement in any court of the Cayman Islands or any state having jurisdiction, this being in addition to any other remedy to which Acquiror may be entitled at law or in equity. Without limiting the foregoing, it is understood that any violation of the restrictions set forth above by any Representative of the Company shall be deemed to be a breach of this Agreement by the Company.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.1 Shareholder Matters.

(a) Requisite Shareholder Approval and Shareholder Meeting.   The Company represents that it has held the Company Shareholders Meeting in compliance with all legal requirements applicable thereto, and has received the Requisite Shareholder Approval at the Company Shareholders Meeting. The Company shall take all necessary actions to defend any claims against the decision or resolution adopted in relation to the Requisite Shareholder Approval. Without limitation of Section 7.1(b), the Company shall promptly inform Acquiror in writing of any claim, question, comment, concern or challenge (whether or not a formal proceeding is initiated or threatened to be initiated) raised (or reasonably expected to be raised) by any Shareholder or such Shareholder’s Affiliates or representatives against the Company, Acquiror, Merger Sub and/or any of their respective Affiliates, officers, directors, representatives, advisors or employees in relation to the Transactions (including the Merger), and shall ensure to provide to Acquiror or its representatives, to the extent not prohibited by Law, full and accurate details related to such claims (including any correspondences or materials received).

(b) Shareholder Litigation. The Company shall provide Acquiror prompt notice of any Action brought by any Shareholder or purported shareholder of the Company against the Company, any of its Subsidiaries and/or any of their respective directors or officers relating to the Merger or any of the other Transactions or this Agreement, and shall keep Acquiror informed on a prompt and timely basis with respect to the status thereof. Subject to Schedule 7.16, the Company shall give Acquiror the opportunity to participate in the defense or settlement of any such Action and reasonably cooperate with Acquiror in conducting the defense or settlement of such Action, and no such settlement shall be agreed without Acquiror’s prior written consent, it being understood that Acquiror shall not be obligated to consent to any settlement which does not include a full release of Acquiror and its Affiliates or which imposes an injunction or other equitable relief after the Effective Time upon Acquiror or any of its Affiliates. For the avoidance of doubt, to the extent any Action hereunder falls within the scope of a Triggering Action under Section 7.16, Schedule 7.16 shall apply. Notwithstanding anything to the contrary, nothing in this Section 7.1(b) shall affect, restrict or limit indemnification liabilities owed to the Indemnified Parties pursuant to Section 9.2(a).

7.2 Governmental Approvals; Consents; Filings.

(a) In furtherance and not in limitation of the terms of Section 7.4, each of the Company, any Subsidiary and Acquiror shall promptly execute and file, or join in the execution and filing of, any application, notification or other document that may be necessary in order to obtain the authorization, approval or consent of any Governmental Entity, whether national, provincial, local or foreign, set forth in Section 2.2(a)(ii) (Regulatory Approval). Subject to Section 7.2(d), each of the Company and Acquiror shall use its commercially reasonable efforts to (i) prepare and file, in consultation with any other party hereto and as promptly as reasonably practicable and advisable after the date of this Agreement, all documentation to effect all necessary or advisable applications, notices, petitions, filings, registrations, notifications, statements, submissions of information and other documents (including any required or recommended filings under applicable Laws), and (ii) obtain as promptly as reasonably practicable (and in any event no later than the End Date (as the same may be extended)) all waiting period expirations or terminations, approvals, consents, clearances, registrations, permits and authorizations from any Governmental Entity or third party that are or may become necessary, proper or advisable to consummate the transactions contemplated hereby without imposing a materially adverse burden on the Company.

(b) Each of Acquiror and Merger Sub (and their respective Affiliates, if applicable), on the one hand, and the Company and its Subsidiaries, on the other hand, shall, to the extent practicable and unless prohibited by applicable Law or by the applicable Governmental Entity and subject to all applicable privileges (including the attorney client privilege), promptly inform the other of any material communication from any Governmental Entity regarding any of the transactions contemplated hereby in connection with any regulatory filings or investigations with, by or before any Governmental Entity relating to this Agreement or the transactions contemplated hereby, including any Action initiated by a private party. If the Company or Acquiror or any Affiliate thereof shall receive any formal or informal request for supplemental information or documentary material from any Governmental Entity with respect to the transactions contemplated hereby, then subject to Section 7.2(c)(ii), the Company or Acquiror (as applicable) shall make, or cause to be made, as soon as reasonably practicable, a response in compliance with such request. In connection with and without limiting the foregoing provisions of this Section 7.2(b) and subject to Section 7.2(c)(ii), to the extent reasonably practicable, unless prohibited by applicable Law or by the applicable Governmental Entity, the parties hereto will (i) give each other reasonable advance notice of all meetings or material communications with

any Governmental Entity relating to the Transactions, (ii) give each other an opportunity to participate in each of such meetings or material communications (except where such meeting will involve in discussions of Acquiror or its Affiliates’ proprietary business information or other confidential information where the Company or its Affiliates shall be excluded from the relevant meetings or communications), (iii) keep the other parties reasonably apprised with respect to any communications with any Governmental Entity relating to the Transactions, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger or the transactions contemplated hereby, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Entity, and (v) provide each other (or counsel of each party hereto, as appropriate) with copies of all written material communications to or from any Governmental Entity relating to the Merger or the transactions contemplated hereby (except where Acquiror acting in good faith reasonably determine such written communication contains sensitive confidential information relates to Acquiror or its Affiliates). For the avoidance of doubt, this Section 7.2 shall not oblige Acquiror or any of its Affiliates to share or disclose any of its confidential information (including their confidential communications with the relevant Governmental Entities) with the Company, any of its shareholders or their respective Affiliates, and any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis or otherwise redacting Acquiror or its Affiliates’ confidential information to the extent required under applicable Law or as deemed by Acquiror to be necessary to protect competitively sensitive information.

(c) Notwithstanding the foregoing or anything else herein to the contrary,

(i) Acquiror shall (A) determine the timing and strategy and have primary responsibility for the final content of any substantive oral or written communications with any applicable Governmental Entities except responses to inquiries made directly to the Company by such Governmental Entities, and (B) have the right in its sole discretion to lead and coordinate all Actions and other activities with respect to seeking any authorizations, approvals, clearances and waiting-period expirations in connection with applicable Law, including (x) litigating any associated administrative or judicial action or proceeding (including appeals) that may be brought in connection with the Transactions, (y) withdrawing any filing or submissions, and (z) initiating any filings, notifications, submissions and communications with or to any Governmental Entity in connection therewith; except that Acquiror shall obtain the Company’s prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed) for any remedy or settlement plan that may be agreed with the relevant Governmental Entities;

(ii) in exercising the rights set out in Section 7.2(c)(i) as above, Acquiror shall give reasonable consideration to all views and input provided by the Company or its legal counsel, and the Company and its Subsidiaries will take such actions as reasonably requested by Acquiror in connection with obtaining such consents, approvals or waivers;

(iii) without prior written consent from Acquiror, the Company shall not, and shall cause its Affiliates and the Representatives not to, initiate or maintain any filing, notification, submission, negotiation, discussion or communication with any Governmental Entities regarding the Transactions (including without limitation the PRC Merger Control Approvals); and

(iv) without prior written consent from the Company, Acquiror shall not, and shall cause its Affiliates and the Representatives not to, initiate, submit or maintain any formal filing, written notification, or submission with any Governmental Entities regarding the Transactions (for the avoidance of doubt, excluding the PRC Merger Control Approvals or any filings required under applicable securities Laws and listing rules (including U.S. securities laws, Hong Kong listing rules and the rules and regulations of the NYSE and the HKSE)).

(d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, it is expressly understood and agreed that neither Acquiror nor Merger Sub shall have any obligation to take any steps to avoid or eliminate impediments under any applicable Law that may be asserted by any Governmental Entity with respect to the Transactions (including the Merger) so as to enable the Closing to occur prior to the End Date, including: (i) litigating any administrative or judicial action or proceeding that may be brought in connection with the Transactions, including appeals, (ii) proposing, negotiating, offering to commit and effecting, by consent decree, hold separate order or otherwise, the sale, license, assignment, transfer or other divestiture or disposition of any of the businesses, services, products or assets of Acquiror, the Company or any of their Affiliates and any other actions that limit the freedom of action with respect to, or the ability to retain, any of the businesses, services or assets of Acquiror, the Company or any of their Affiliates; (iii) agreeing or proffering to limit or not to exercise any rights of ownership of any securities and agreeing or proffering to enter into any agreement that limits the ownership or operation of any business of Acquiror, the Company or any of their Affiliates; and (iv) taking or being required to take any other action,

or to refrain from any action, that could reasonably restrict the operations, assets, or business decisions of Acquiror, the Company, or any of their Affiliates.

7.3 Third Party Contracts.

(a) Notices and Consents. The Company shall use commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any third parties to the Contracts set forth in paragraph (a) of Schedule 7.3 before the Closing. The form and substance of such consents, waivers and approvals shall, to the extent practicable, incorporate reasonable comments that Acquiror may provide.

(b) Amended Agreements. The Company shall use its commercially reasonable efforts to amend each of the agreements listed on paragraph (b) of Schedule 7.3 (the “Amended Agreements”) to provide for the applicable changes as set forth in the column titled “Action Required” opposite the name of such Amended Agreement on such Schedule, in all cases effective as of and contingent upon the Closing. The form and substance of each amendment agreement to each Amended Agreement shall be provided to Acquiror for its comments prior to the execution of such amendment agreement, and shall incorporate reasonable comments that Acquiror may provide. Notwithstanding the foregoing, any change or amendment to such Amended Agreement that deviates from the changes specified under the “Action Required” column shall be subject to prior review and approval by Acquiror.

(c) Expenses and Payments. The Company shall be responsible for making any payments required to obtain the consents, waivers, approvals and amendments set out in Schedule 7.3 and promptly provide Acquiror with a copy of the executed consent, waiver, approval and/or amendment documents, accompanied with materials setting out the payment terms and amounts. In the event the Merger does not close for any reason, neither Acquiror nor Merger Sub shall have any Liability to the Company, the Shareholders or any other Person for any costs, claims, Liabilities or damages resulting from the Company seeking to obtain such consents, waivers, approvals and amendments.

7.4 Reasonable Best Efforts to Close. Subject to the terms and conditions provided in this Agreement (including Section 7.2(d)), each of the parties hereto shall use reasonable best efforts to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including by using reasonable best efforts to take all action necessary to satisfy all of the conditions to the obligations of the other party or parties hereto to effect the Merger set forth in ARTICLE II, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in each case in order to consummate and make effective the Merger for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. For the avoidance of doubt, the Company shall use all reasonable efforts to assist Acquiror in preparing and completing the post-Closing filing procedures with the China Securities Regulatory Commission in relation to the Transactions.

7.5 Pre-Clearance Filing of Merger. (a) The Company, Acquiror, and Merger Sub shall prepare necessary documents jointly, and procure a pre-clearance filing, to be submitted to Registrar of Companies of the Cayman Islands (the “Registrar”), of the documents required for filing of the Merger pursuant to Part XVI of the Companies Act, no later than three (3) Business Days prior to the Effective Time. For this purpose, each of the Company and Acquiror shall use all reasonable endeavors to prepare, obtain, and cause to prepare or obtain, such documents required for the abovementioned pre-clearance filing.

7.6 Deductible Expenses.

(a) Company Deductible Expenses. All third party fees, expenses, costs, payments, and expenditures incurred or required to be paid by or on behalf of the Company or any of its Subsidiaries (and (x) whether paid prior to, at or after the Closing, and (y) whether or not billed or accrued prior to the Closing) in connection with this Agreement, the Transaction Documents, the Merger and the transactions contemplated hereby and thereby, shall be considered “Company Deductible Expenses”, including, without duplication:

(i) all legal, accounting, financial advisory, investment banking, escrow agent, paying agent or similar advisory services fees, costs, expenses, payments and expenditures;

(ii) if applicable, the maximum amount of consulting, brokerage or finders’ fees and agents’ commissions;

(iii) all other fees, costs, expenses, payments and expenditures of third parties incurred by the Company or any of its Subsidiaries in connection with the negotiation and effectuation of the terms and conditions of this Agreement, including all policy premiums and costs incurred in connection with the purchase of the Tail Policies (in each case of sub-sections (i) through (iii), as evidenced by issued invoices and written confirmation of total fees each of from such third party counsels, agents or advisors);

(iv) during the period from the Locked Box Date up to and including the Closing Date, any separation, redundancy, severance, termination, change-in-control payments or similar payment obligations to any current or former Employee or Service Provider or the beneficiary of such other Person (or dependent of such Person) (whether or not paid prior to the Closing), whether payable by Acquiror or the Company or any of their respective Affiliates, including (A) all costs (including severance-related, Tax-related or otherwise) associated with the termination or resignation of any Employees and (B) the employer portion of any employment, payroll or similar Taxes attributable to any payments described in this sub-section (iv) (it being specified that the deductible amount pursuant to this sub-section (iv) shall be no more than [redacted]

(v) except for the ESOP Consideration or Merger Consideration payable to Ximalaya Welfare Limited or Ark Trust (Hong Kong) Limited pursuant to Section 1.3(b) and Section 1.3(c), any transaction or other bonus, accelerated commissions, retention or similar payment obligations resulting from, or in connection with, the Transactions contemplated hereby, including the Merger, to any current or former Employee or Service Provider or the beneficiary of such other Person (or dependent of such Person) (whether or not paid prior to the Closing), whether payable by Acquiror or the Company or any of their respective Affiliates;

(vi) any liquidation charges, surrender charges or other fees payable in connection with termination of any of the Company Employee Plans (including the Company Equity Incentive Plans), or participation therein;

(vii) any costs or expenses in relation to the proposed initial public offering of the Company, as evidenced by issued invoices and written confirmation of no additional expenses from third party counsels of the Company (the “Company Deductible IPO Expenses”);

(viii) any costs, expenses, Liabilities and Taxes resulting from the Restructuring;

(ix) if applicable, any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any of its Subsidiaries on account of outstanding Indebtedness of the Company or any of its Subsidiaries;

(x) any Taxes incurred by the Company or any of its Subsidiaries in connection with, or relating to the fees, costs, expenses, payments and expenditures set forth in sub-sections (i)-(ix) above.

(b) Acquiror Deductible Expenses. All third party fees, expenses, costs, payments, and expenditures incurred or required to be paid by or on behalf of Acquiror and its controlling shareholder (and (x) whether paid prior to, at or after the Closing, and (y) whether or not billed or accrued prior to the Closing) in connection with this Agreement, the Transaction Documents, the Merger and the transactions contemplated hereby and thereby, shall be considered “Acquiror Deductible Expenses”, including, without duplication:

(i) all legal, accounting, financial advisory, investment banking, escrow agent, paying agent or similar advisory services fees, costs, expenses, payments and expenditures;

(ii) if applicable, the maximum amount of consulting, brokerage or finders’ fees and agents’ commissions; and

(iii) all other fees, costs, expenses, payments and expenditures of third parties incurred by Acquiror or its controlling shareholder in connection with the negotiation and effectuation of the terms and conditions of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, the costs to prepare the Post-Closing Statement. The Acquiror Deductible Expenses shall be evidenced by issued invoices and written confirmation of total fees from each of such third party counsels, agents or advisors; provided, however, that the aggregate amount of all Acquiror Deductible Expenses shall in no event exceed [redacted] provided, further, that neither the Company nor any of its Subsidiaries shall be responsible for, or required to reimburse, any of such Acquiror Deductible Expenses unless the Closing occurs.

(c) Company Statement of Expenses. At least ten (10) Business Days prior to the Closing, the Company shall provide Acquiror with (i) a statement, in a form reasonably satisfactory to Acquiror, setting forth all paid and unpaid Company Deductible Expenses incurred or accrued by or on behalf of the Company or any of its Subsidiaries as of 11:59 p.m. (Hong Kong time ) on the Closing Date, or anticipated to be incurred, accrued or payable by or on behalf of the Company or any of its Subsidiaries after the Closing (the “Company Statement of Expenses”), and (ii) the supporting documents evidencing each item of the Company Statement of Expenses. The Company shall take all necessary action to ensure that without the express prior written consent of Acquiror, none of the Company or any of its Subsidiaries shall incur, accrue, or otherwise become payable of, any Company Deductible Expenses that are not recorded in the Company Statement of Expenses after delivery of such statement.

(d) Acquiror Statement of Expenses. At least ten (10) Business Days prior to the Closing, Acquiror shall provide the Company with (i) a statement setting forth all paid and unpaid Acquiror Deductible Expenses incurred or accrued by or on behalf of Acquiror and its controlling shareholder as of the date of issuing such Acquiror Statement of Expenses, or anticipated to be incurred, accrued or payable by or on behalf of Acquiror and its controlling shareholder thereafter and after the Closing (the “Acquiror Statement of Expenses”), and (ii) the supporting documents evidencing each item of the Acquiror Statement of Expenses.

7.7 Access to Information.

(a) At all times prior to the Effective Time, subject to applicable Law and the confidentiality obligations as set out in Section 11.3, the Company shall afford Acquiror and its Representatives reasonable access during normal business hours to (i) all of the assets, properties, Books and Records and Contracts of the Company and its Subsidiaries, (ii) all other information concerning the business, assets, properties and personnel (subject to restrictions imposed by applicable Law) of the Company and its Subsidiaries as Acquiror may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as identified by Acquiror, in order that Acquiror may have the opportunity to carry out necessary investigation and examination related to, among others, the Company’s compliance with the provisions of this Agreement, including the representations and warranties set out in ARTICLE III, and whether a Company Material Adverse Effect has occurred or would be reasonably expected to occur, provided that such access does not unreasonably interfere with the business operations of the Company or any of its Subsidiaries. All requests for access shall be coordinated through a point of contact designated by the Company, and the Company may have its designated Representatives present during any meetings, interviews or inspections. The Company shall not be required to provide access or information (A) that, based on legal advice by its external legal counsel, it reasonably believes it would breach any applicable Law (including Competition Laws), or result in the loss of legal privilege (if applicable), or (B) that is competitively sensitive, unless provided under an appropriate “clean-team” or counsel-only arrangement.

(b) Subject to the principles of compliance of Competition Laws and “clean-team” arrangements as prescribed in the preceding paragraph, the Company agrees to provide to Acquiror and its accountants, counsel and other Representatives copies of the financial statements as set out in Schedule 7.7(b) that the Company and the Subsidiaries prepare in the ordinary course of business, consistent with their respective past practice.

(c) All information obtained by Acquiror, its counsel, financial advisors, auditors and other authorized representatives shall be provided in compliance with the applicable Law and used solely for purposes reasonably related to the Transactions contemplated by this Agreement and subject to the confidentiality obligations as set out in Section 11.3. If any such information provided is competitively sensitive, it shall be provided under an appropriate “clean-team” or counsel-only arrangement.

(d) Nothing contained in this Agreement shall give Acquiror, directly or indirectly, the right to control or direct the operations of the Company or any of its Subsidiaries prior to the Closing. Prior to the Closing, the Company and each of its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over their business operations.

7.8 Notification of Certain Matters. The Company shall give prompt notice to Acquiror of: (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.8 shall not (A) limit or otherwise affect any remedies available to the party receiving such notice or (B) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the

Company pursuant to this Section 7.8, however, shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions of this Agreement, or the rights of Acquiror or any Indemnified Party under or arising out of a breach of this Agreement.

7.9 D&O Insurance. The Company shall purchase fully prepaid “directors and officers” (“D&O”) “tail” or “runoff” insurance policies, which policies (i) have an effective term of six (6) years from the Effective Time, (ii) covers the current and former directors and officers of the Company during the six-year period immediately following the Effective Time with respect to matters occurring at or prior to the Effective Time, including acts or omissions occurring in connection with this Agreement and the consummation of the Transactions, and (iii) contains coverage terms reasonably satisfactory to Acquiror (the “Tail Policies”).

7.10 Directors and Officers.

(a) The Company shall cause the directors, officers and secretary of the Company to resign from such position as director, officer and/or secretary with effect upon the Effective Time unless otherwise instructed by Acquiror.

(b) As of immediately after the Effective Time, Mr. Yu shall serve as chairman of the board of directors of the Surviving Company until his successor has been duly elected, designated and qualified in accordance with the memorandum and articles of association of the Surviving Company, and shall, after the Effective Time, continue providing strategic oversight to drive the Surviving Company’s future business growth, recognizing his pivotal role in ensuring its long-term success.

7.11 Pre-Closing Restructuring. Promptly following the date hereof, and in any event prior to the Closing Date, the Company shall take such actions as are necessary to complete the steps of the Restructuring expressly identified in paragraph 2 of Exhibit F and in accordance with applicable Law and in the manner set forth on Exhibit F attached hereto, with any material modifications thereto requiring Acquiror’s prior written consent. The Company shall keep Acquiror, upon reasonable prior notice, reasonably informed as to the status of the Restructuring and provide drafts of all agreements and documents implementing the Restructuring reasonably in advance of the consummation of the Restructuring. Acquiror shall have the right to review and comment on such agreements and documents prior to the execution thereof, and (x) with respect to the Restructuring Agreement, it shall not be executed without Acquiror’s prior written consent, and (y) with respect to the agreements or documents in relation to the Restructuring other than the Restructuring Agreement, the Company shall, acting in good faith, consider any reasonable comments provided by Acquiror with respect thereto.

7.12 Tax Withholding Undertakings and Bulletin 7

(a) Withholding Tax.

(i) The Company, the Paying Agent, Acquiror, Merger Sub, the Surviving Company, their respective Affiliates, and any of their agents (the “Withholding Parties”), shall not deduct or withhold any tax from any consideration payable or otherwise deliverable pursuant to this Agreement, except that the Withholding Parties shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to Section 7.12(e)(iii) of this Agreement, and may request any necessary Tax forms or any similar information. To the extent that Taxes with respect to Bulletin 7 are so deducted or withheld and paid to the appropriate Governmental Entity, such amounts shall be treated for all purposes under this Agreement and the Transaction Documents as having been paid to the Person to whom such amounts would otherwise have been paid.

(ii) The Company undertakes to Acquiror that it shall take all necessary actions to facilitate and procure its Shareholders to (i) make the reports and filings as required, (ii) submit to the competent Tax authorities such documents or materials as required, and (iii) take all necessary actions (including execution of necessary documents) to fully comply with the Bulletin 7.

(b) At the date of this Agreement, the Company shall deliver to Acquiror, a true, accurate and complete list of all Shareholders who are not incorporated or registered in the PRC (the “Bulletin 7 Shareholders”), including, for each Bulletin 7 Shareholder, the true, accurate and complete information of the tax basis, the applicable tax rate, and any other information which is necessary for the purpose of calculating and determining such Shareholder’s tax obligations (including tax payables) under Bulletin 7 (“Bulletin 7 Information Schedule”). For the avoidance of doubt, nothing herein obligates the Company or Acquiror to pay any Taxes under Bulletin 7 on behalf of any Bulletin 7 Shareholder, nor shall the Company or Acquiror be liable for any failure of a Bulletin 7 Shareholder

to comply with applicable Laws or any provisions of this Agreement; provided, however, that each Bulletin 7 Shareholder shall, and each of the Company and the Founder Parties shall use its reasonable best efforts to cause each Bulletin 7 Shareholder to:

(i) engage a tax advisor mutually agreed upon by the Company and Acquiror for the purpose of the reporting and filing of the relevant information on the Merger in accordance with Bulletin 7 and this Section 7.12(b);

(ii) within thirty (30) days after the date of this Agreement, at its own cost, provide to the relevant PRC Tax authority initial information in connection with the Merger; within one hundred and eighty (180) days after the Closing, complete the formal Tax filings under Bulletin 7 ; and at the time and in the amount expressly required or instructed by the PRC Tax authority, make full and timely payment of the Bulletin 7 Assessed Amount;

(iii) within the time period as agreed with the relevant PRC Tax authorities following the reporting in Section 7.12(b)(ii), make all necessary supplementary filings with the relevant PRC Tax authorities which the Bulletin 7 Shareholders are required to make pursuant to Bulletin 7 or the relevant Tax authorities’ requirements in connection with the Merger;

(iv) except for the initial information reporting required under Section 7.12(b)(ii), provide to Acquiror for its comments, no less than fifteen (15) calendar days prior to the reporting or filings under Section 7.12(b)(ii), copies of all information and documents which it intends to submit to the relevant PRC Tax authorities in connection with each such filing (the “Draft Tax Filing Documents”);

(v) prior to the submission of the Draft Tax Filing Documents to the relevant PRC Tax Authorities, discuss with Acquiror and its tax advisor in good faith and update the Draft Tax Filing Documents after reasonably taking into account all the comments that are received from Acquiror within seven (7) Business Days following Acquiror’s receipt of such Draft Tax Filing Documents;

(vi) provide to Acquiror, after making the reporting or filings under Section 7.12(b)(ii) and Section 7.12(b)(iii) respectively, (a) copies of all of the documents submitted by the Bulletin 7 Shareholders and/or the Company to the relevant PRC Tax authority in connection with each such reporting or filing; and (b) the acknowledgement receipt or any other notices or documentations issued by the relevant PRC Tax authority to the Bulletin 7 Shareholders and/or the Company or a copy of the signature of an official of the relevant PRC Tax authority on the filing documents submitted by or on behalf of the Bulletin 7 Shareholders, in each case, in connection with each such reporting or filing (provided, that if the relevant PRC Tax authority does not issue any acknowledgement receipt or provide any signature on the filing documents with respect to a reporting or filing, the Bulletin Shareholders will provide to Acquiror a written confirmation issued by the tax advisor appointed pursuant to Section 7.12(b)(i) confirming they have submitted the filing documents on behalf of the Bulletin 7 Shareholders in connection with such reporting or filing), and keep Acquiror reasonably informed of the status of all such filings in Section 7.12(b)(ii) or Section 7.12(b)(iii) in a timely manner;

(vii) deliver to Acquiror a copy of the tax return signed by the Bulletin 7 Shareholders and affixed with the chop of the relevant PRC Tax authorities (the “Seller Tax Return”) timely upon receipt;

(viii) pay (A) the Bulletin 7 Assessed Amount within the deadline prescribed by the relevant PRC Tax authorities; and (B) all other Taxes assessed and/or determined by the relevant PRC Tax authorities to be payable (if any) under and/or pursuant to Bulletin 7 and applicable Laws as a result of the Merger; and

(ix) deliver to Acquiror (A) a copy of the tax payment certificate (完税证明) in respect of the payment of the Bulletin 7 Assessed Amount, issued by the relevant PRC Tax authorities, such receipt to be provided to Acquiror by the Bulletin 7 Shareholders as soon as reasonably practicable (but in any event by no later than the third (3rd) Business Day) after the Bulletin 7 Shareholders have paid the Bulletin 7 Assessed Amount and received the same from the relevant PRC Tax authorities); or (B) a tax exemption or non-tax certificate (免税或不征税证明) issued by the relevant PRC Tax authorities pursuant to Bulletin 7 that confirms no PRC enterprise income tax is payable by the relevant Bulletin 7 Shareholder as a result of the Merger (collectively, the “Tax Exemption Materials”);

(c) Acquiror shall, and shall procure its Affiliates to, use commercially reasonable efforts to provide reasonably necessary support to facilitate the filing and compliance process, including but not limited to, furnishing all relevant documents and information in Acquiror’s possession or control and executing all reasonably

necessary documents required under and/or pursuant to Bulletin 7 as a result of the Merger. Acquiror shall use commercially reasonable efforts to respond to reasonable requests for such support in a timely manner.

(d) Each Bulletin 7 Shareholder shall severally and not jointly, and only if Closing has taken place, indemnify Acquiror (for itself and as trustee for the Subsidiary) against all Losses including any loss in tax cost base in any future disposal of any Company Shares by Acquiror which Acquiror and/or the Subsidiary suffered or incurred as a result of the failure of such Bulletin 7 Shareholder to comply with its obligations under this Section 7.12 or otherwise under and/or pursuant to Bulletin 7 as a result of the Merger (which shall include, for the avoidance of doubt, any failure of the Bulletin 7 Shareholder to pay the Additional Tax). For the purpose of this Section 7.12(d), the “Additional Tax” shall mean: after the payment of the Bulletin 7 Assessed Amount, any additional Tax for which the Bulletin 7 Shareholder is assessed and/or determined to be liable under and/or pursuant to Bulletin 7 as a result of the Merger.

(e) Tax Escrow Fund Release.

(i) Subject to (x) the Closing having taken place and (y) the completion of the filing and reporting of the relevant information on the Merger by a Bulletin 7 Shareholder to the relevant PRC Tax authorities pursuant to Bulletin 7 and in accordance with Section 7.12, during the period from the Closing Date to the expiry date of two (2)-year period from the Closing Date (the “Bulletin 7 Expiry Date”), if Acquiror receives a tax payment certificate or the Tax Exemption Materials as set out in Section 7.12(b)(ix) from such Bulletin 7 Shareholder, or if the remittance of the Taxes under Bulletin 7 was made by Acquiror pursuant to Section 7.12(e)(iii), Acquiror and the Shareholder Representative shall, promptly and no later than ten (10) Business Days after (x) Acquiror’s receipt of such tax payment certificate or the Tax Exemption Materials or (y) Acquiror’s such remittance, cause the Escrow Agent by issuance of joint written instruction to, disburse to such Bulletin 7 Shareholder from the Bulletin 7 Escrow Account pursuant to this Section 7.12(e)(i) such amount equal to:

(A) the Bulletin 7 Escrow Amount with respect to such Bulletin 7 Shareholder; minus

(B) any portion that has already been remitted to a PRC Tax authority pursuant to Section 7.12(e)(iii) (if applicable) with respect to the Taxes corresponding to such Bulletin 7 Shareholder under the Bulletin 7; plus

(C) any interest, dividends, gains and other income with respect to investment of the principal balance of such Bulletin 7 Escrow Amount corresponding to such Bulletin 7 Shareholder from the date of deposit into the Bulletin 7 Escrow Account until the date of disbursement pursuant to this Section ‎7.12(e)(i).

(ii) If and to the extent there is any remaining amount of Bulletin 7 Escrow Amount in the Bulletin 7 Escrow Account at the Bulletin 7 Expiry Date, within ten (10) Business Days after the Bulletin 7 Expiry Date, Acquiror and the Shareholder Representative shall, cause the Escrow Agent by issuance of joint written instruction to, disburse to Acquiror any remaining amount in the Bulletin 7 Escrow Account; provided, however, that if, after such disbursement, any Bulletin 7 Shareholder subsequently delivers to Acquiror the tax payment certificate or the Tax Exemption Materials as set out in Section 7.12(b)(ix), Acquiror shall, within fifteen (15) Business Days following receipt of such documentation, pay to such Bulletin 7 Shareholder such amount equal to:

(A) the Bulletin 7 Escrow Amount with respect to such Bulletin 7 Shareholder; minus

(B) any portion that has already been remitted to a PRC Tax authority pursuant to Section 7.12(e)(iii) (if applicable) with respect to the Taxes corresponding to such Bulletin 7 Shareholder under the Bulletin 7.

(iii) Without prejudice to the principles set out in Section 7.12(a)(i), during the period from the Closing Date to the Bulletin 7 Expiry Date, if and to the extent any PRC Tax authority or applicable Law requires any Withholding Party to deduct or withhold any amount with respect to any Shareholder under Bulletin 7, Acquiror and the Shareholder Representative shall disburse to a Withholding Party or the applicable Tax authority (as designated by Acquiror in writing) such amount of Tax: (x) as determined by the applicable PRC Tax authority to be payable by such Shareholder under Bulletin 7; or (y) as required to be withheld by the Withholding Party pursuant to Bulletin 7, in each case, arising as a result of the Transaction with respect to such Shareholder; provided, that the

Withholding Party shall provide the Shareholder Representative with prompt notice and reasonable supporting documentation of any such required disbursement.

7.13 Other Tax Matters.

(a) Tax Assistance. Acquiror and the Shareholder Representative shall reasonably cooperate, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Return required of the Company or any of its Subsidiaries, and the defense of any claim, audit, litigation or other proceeding, with respect to Taxes which may be payable by the Company or any of its Subsidiaries for a Pre-Closing Tax Period. Acquiror and the Shareholder Representative agree to undertake reasonable efforts to furnish, upon a reasonable request of the other party, as promptly as practicable, such information and assistance relating to the Company or its Subsidiaries (including access to books and records) as is within its possession or control and is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Tax authority, and the prosecution or defense of any proceeding relating to any Tax.

(b) Tax Returns.

(i) The Company shall prepare or cause to be prepared (A) all Pre-Closing Tax Returns required to be filed by the Company and any of its Subsidiaries that are due on or prior to the Closing Date (taking into account applicable extensions) and (B) all Pre-Closing Tax Returns in respect of payroll or employment Taxes required to be filed by the Company and any of its Subsidiaries that are due after the Closing Date (taking into account applicable extensions). Such Pre-Closing Tax Returns shall be prepared in a manner consistent with the past practices of the Company and its Subsidiaries, unless otherwise required by applicable Law. The Company shall deliver a copy of each such Pre-Closing Tax Return to Acquiror promptly after the filing thereof, together with any additional information that Acquiror may reasonably request. In the case of any such Pre-Closing Tax Return that is due on or prior to the Closing Date (taking into account applicable extensions), the Company and its Subsidiaries shall timely file or cause to be timely filed such Pre-Closing Tax Return and shall timely pay or cause to be timely paid prior to the Closing Date any Taxes shown as due on any such Pre-Closing Tax Return. In the case of any such Pre-Closing Tax Return that is due after the Closing Date, Acquiror shall timely file or cause to be timely filed such Pre-Closing Tax Return.

(ii) Acquiror shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns that are due after the Closing Date (taking into account applicable extensions) that are not described in Section 7.12(b). Such Pre-Closing Tax Returns shall be prepared in a manner consistent with the past practices of the Company and its Subsidiaries, unless otherwise required by applicable Law.

(c) Straddle Period Tax Appointment. For purposes of this Agreement, in the case of any Straddle Period, (a) real, personal and intangible ad valorem property Taxes (“Property Taxes”) for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Period shall be computed as if such Straddle Period ended as of the close of business on the Closing Date, except that any exemptions, allowances or deductions with respect to such Taxes that are calculated on an annual basis (including depreciation and amortization deductions, other than with respect to property placed in service after the Closing), shall be allocated on a per diem basis.

(d) Transaction Taxes. All Transaction Taxes shall be borne by the Shareholders or any other party to this Agreement when due in accordance with applicable Laws. The Person responsible under applicable Law for submitting payment of such Transaction Taxes to the applicable Tax authority shall file all necessary Tax Returns and other documentation with respect to all such Transaction Taxes.

7.14 Conversion to ADSs. (a) Following the expiration of any lock-up period applicable to the Acquiror Ordinary Shares issued at the Closing (the “Restricted Shares”), upon the written request of any Shareholder holding such Restricted Shares, Acquiror shall (i) within seven (7) Business Days after receiving such written request, complete its internal review and approval process in connection with the deposit of such Restricted Shares with the depositary bank that maintains Acquiror ADSs in exchange for the issuance of the corresponding Acquiror ADSs (the “Conversion”), and (ii) thereafter use its commercially reasonable efforts to facilitate the Conversion; provided that, the Conversion, shall at all times be in compliance with (a) the then-current terms of the depositary agreement between Acquiror and the depositary bank, and (b) the applicable securities Laws, including the Securities Act, and the Transaction Documents; provided, further, that, without prejudice the foregoing, Acquiror shall not by itself impose

any additional conditions on the Conversion. Notwithstanding anything to the contrary herein, all costs, fees, expenses, taxes and similar charges (including those charged by the depositary bank, its agents, or any third party, or otherwise incurred in connection with the Conversion) shall be solely borne by the requesting Shareholder, and Acquiror shall in no event have obligation to pay or reimburse any such amounts.

7.15 Outbound Investment Filings and Registrations. The Company acknowledges and agrees that each Shareholder incorporated in the PRC (each, an “ODI Shareholder”) that is entitled to receive Stock Consideration shall obtain all required Outbound Investment Approval prior to the Closing, and if such Outbound Investment Approval is not obtained prior to the Closing, such ODI Shareholder may designate an Affiliate (the “ODI Shareholder Affiliate”) to receive its Stock Consideration by assigning its rights hereunder, provided that as conditions for Acquiror to issue such Stock Consideration to the ODI Shareholder Affiliate, Acquiror shall have received from the Shareholder Representative (on behalf of the assigning ODI Shareholder and the ODI Shareholder Affiliate) (i) all applicable regulatory filings and registrations required under applicable Law for the ODI Shareholder Affiliate to lawfully receive the Stock Consideration, if any, (ii) a duly executed Deed of Undertaking by the ODI Shareholder; and (iii) either an Accredited Investor Questionnaire or a Non-U.S. Person Questionnaire, as applicable, duly executed by the ODI Shareholder Affiliate; provided further that, the ODI Shareholder shall, and shall cause its ODI Shareholder Affiliate to (a) timely prepare and file all required Tax returns relating to such assignment or designation; (b) complete all necessary Tax filings and registrations in accordance with applicable Laws; and (c) fully pay when due all Taxes, duties, levies, and other governmental charges (including withholding taxes, interest, or penalties, collectively, “ODI Taxes and Expenses”) arising from or in connection with such assignment or designation, and the ODI Shareholder shall pay, indemnify and hold harmless the Indemnified Parties from, any Losses (including any ODI Taxes and Expenses) incurred or suffered by any Indemnified Party, arising directly or indirectly from such assignment or designation. For the avoidance of doubt, Acquiror shall have no obligation to issue any Stock Consideration to any ODI Shareholder or its Affiliate until (x) the required Outbound Investment Approval and other documents required under Section 2.3(b)(ii) are obtained, or (y) if the ODI Shareholder designates an Affiliate, all documents specified in limbs (i) through (iii) above are duly received by Acquiror.

7.16 Treatment of Opposing Shareholders. Notwithstanding anything in Section 9.6 to the contrary, any Triggering Action that (i) is brought by a Shareholder who is a Dissenting Shareholder, or (ii) is brought by any other Shareholder against the Company, Acquiror, any Founder Party and/or any of their respective Affiliates in connection with the Merger (such Shareholders described in limbs (i) and (ii) above, collectively, the “Opposing Shareholders”), shall be governed by the procedures set forth in Schedule 7.16.

7.17 Restriction on Acquiror’s Share Capital Adjustments. Acquiror hereby undertakes to the Company and the Shareholder Representative (acting on behalf and for the benefit of the Shareholders) that, from and after the Share Count Notification Date through and including the Effective Time, Acquiror shall not effect any change in its issued share capital (whether by issuance, redemption, conversion, subdivision, combination, reclassification or otherwise) except with the prior written consent of the Shareholder Representative.

7.18 Post-Closing Covenant. Founder Parties jointly and severally undertake to Acquiror, the Company and any of their Affiliates that:

(a) immediately following the Closing, they will and will procure any entities owned or Controlled by them to stop using or displaying in any way the word “Ximalaya”, the full Chinese characters of “喜马拉雅”, and the logo “”; and

(b) promptly following the Closing, to send to Acquiror all records, correspondence, documents, files, memoranda and other papers relating to the Company or any of its Subsidiaries (other than Wonder Tech Entities and Xibo Entities) not kept at any of the Leased Real Properties or Owned Real Properties.

ARTICLE VIII

PRE-CLOSING TERMINATION OF AGREEMENT

ARTICLE IX

POST-CLOSING INDEMNIFICATION

provided that, for each indemnification Claim for the Losses arising out of or in relation to paragraphs (i)(C) and (ii)(A) of Schedule 9.2(a)(iii), and each indemnification Claim for the Losses arising out of or in relation to paragraph (ii)(C) of Schedule 9.2(a)(iii) that relates to the Historical Equity Change or the Transactions, the limitation periods set forth in this Section 9.2(b) shall be suspended from the date on which Acquiror notifies the Founder Parties such Claim in writing (which notice shall set out all reasonable details of (A) events, facts or circumstances giving rise to relevant indemnification Claim, (B) the relevant indemnification provision(s) alleged to have been breached, and (C) the amount of Losses incurred, or a good faith estimate thereof, if not yet finally determined, and attach copies of the relevant supporting documents and, in the case of a Third Party Claim, written Claims received), until the settlement or final resolution of such Claim, whether by way of irrevocable settlement or issuance of final judgment or arbitration awards, as the case may be.

Notwithstanding anything to the contrary contained herein, the Indemnified Party’s obligations under this Section 9.5(g)(i) shall be subject to the following limitations: (i) the Indemnified Party shall not be required to disclose any attorney-client privileged communications or attorney work product, (ii) the Founder Indemnifying Party shall bear all reasonable out-of-pocket expenses incurred by the Indemnified Party in providing requested information and assistance, (iii) the Indemnified Party may redact or withhold any competitively sensitive information not material to the defense of the Claim, (iv) notwithstanding Section 9.6, the Indemnified Party shall retain sole control over the defense of any such third-party claims and settlement of any matters that could materially impact its ongoing business operations, (v) all information exchanges shall be subject to a mutually acceptable confidentiality agreement, (vi) nothing herein shall require the Indemnified Party to take any action that would reasonably be expected to waive any legal privilege or violate applicable Law; and (v) the Indemnified Party’s obligation to provide assistance shall be subject to reasonable advance notice of information requests.

ARTICLE X
SHAREHOLDER REPRESENTATIVE

10.1 Appointment and Authority of Shareholder Representative. By virtue of the adoption of this Agreement and approval of the Merger by the Shareholders participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Shareholders shall be deemed to have agreed to appoint Xima Holdings Limited as its sole representative, agent and attorney-in-fact with full power of substitution, as the Shareholder Representative as of the Closing for and on behalf of the Shareholders for all purposes under this Agreement and the Transactions (including the Merger), including:

(a) accepting notices on behalf of Shareholders; provided that the Shareholder Representative shall promptly forward any such notice to each Shareholder;

(b) executing and delivering, on behalf of the Shareholders, any and all notices, documents or certificates to be executed by the Shareholders in connection with the Transactions;

(c) granting any consent or approval on behalf of the Shareholders or any of them pursuant to written instruction received from such Shareholder;

(d) taking necessary actions to consummate the Transactions;

(e) to satisfy any and all obligations or liabilities of the Shareholder Representative as required under the terms of this Agreement (including, the obligation or liability under Section 1.5, Section 2.2(a)(iv), Section 2.3, Section 7.12, Section 7.13, Section 7.15, Section 7.17, Sections 11.2 to 11.6);

(f) negotiating, executing and delivering, on behalf of the Bulletin 7 Shareholders, the Escrow Agreement and any ancillary documents, and thereafter issuing any joint or unilateral instructions, notices or other instruments, and taking any other actions required or permitted to be taken by the Shareholder Representative under or in connection with the Escrow Agreement; and

(g) to take all other actions that are either (i) necessary for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement;

provided, however, that, notwithstanding the foregoing, the Shareholder Representative shall not have the authority to increase the liability or obligations of any Shareholder, or to reduce benefits of any Shareholder (including, without limitation, reduce the Merger Consideration) without the prior written consent of such Shareholder.

10.2 Replacement of Shareholder Representative. Such agency may be changed by the Shareholders from time to time upon not less than ten (10) days prior written notice to Acquiror; provided, however, that the Shareholder Representative may not be removed unless holders of a majority of the Shareholders (being the Shareholders collectively holding more than fifty percent (50%) of the total outstanding Company Shares on a fully diluted, as-converted basis) agree in writing to such removal and to the appointment of an alternative reasonably acceptable to Acquiror. The Shareholder Representative may only resign upon appointment of an alternative reasonably acceptable to Acquiror. Any successor appointed in accordance with this Section 10.2 shall become the “Shareholder Representative” hereunder upon the execution of a written instrument acknowledging and accepting such appointment.

10.3 Action of Shareholder Representative.

(a) All decisions and actions taken by the Shareholder Representative under this Agreement pursuant to the authorities granted to the Shareholder Representative under Section 10.1 shall be binding upon each Shareholder and such Shareholder’s successors as if expressly confirmed and ratified in writing by such Shareholder, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholder Representative may rely conclusively, without independent verification, upon any notice, certificate, instrument, or

other document that it in good faith believes to be genuine and correctly signed by any other Shareholder. The Shareholder Representative shall not be liable for any act done or omitted hereunder while acting in good faith and in the exercise of reasonable judgment. The Shareholder Representative shall not be deemed to be a fiduciary for, nor shall the Shareholder Representative have any duties or obligations to, any Shareholder except as expressly set forth in this Agreement. In no event shall the Shareholder Representative be liable for any default, misstatement, or misconduct of any other Shareholder (including the actions, inactions, or omissions of any other Shareholder) except as expressly set forth in this Agreement.

(b) Acquiror shall be entitled to rely (without investigation) on any action taken by the Shareholder Representative pursuant to the authorities granted to the Shareholder Representative under Section 10.1 as being taken by the Shareholder Representative for it and on behalf of each of the Shareholders, and fully authorized by each Shareholder.

(c) Notices or communications to or from the Shareholder Representative with the address set forth for the Shareholder Representative in Section 11.2 after the Closing shall constitute notice to or from the Shareholders. Upon receipt of any such notice or communication by the Shareholder Representative, the Shareholder Representative shall promptly forward such notice or communication to each Shareholder.

ARTICLE XI
GENERAL PROVISIONS

11.1 Certain Interpretations. When a reference is made in this Agreement to an Annex, Exhibit or Schedule, such reference shall be to an Annex, Schedule or Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

11.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via electronic mail or facsimile (with acknowledgment of complete transmission) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice or, if specifically provided for elsewhere in this Agreement, by email); provided, however, that notices sent by mail will not be deemed given until received:

(a) If to Acquiror or Merger Sub, to:

Tencent Music Entertainment Group

[redacted]

Attention: [redacted]

Email: [redacted]

with a copy (which shall not constitute notice) to:

[redacted]
Attention: [redacted]
Email: [redacted]

(b) If to the Company (prior to the Closing), to:

Ximalaya Inc.

[redacted]

Attention: [redacted]

Email:[redacted]

(c) If to the Shareholders (after the Closing) or to the Shareholder Representative, to:

Xima Holdings Limited

[redacted]

Attention:[redacted]

Email:[redacted]

11.3 Confidentiality.

(a) Each party shall, and shall cause its Representatives to, keep strictly confidential and not disclose (i) any non-public information furnished by or on behalf of another party in connection with this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, (ii) the existence, subject matter and terms of this Agreement and the other Transaction Documents, and (iii) the fact and substance of the negotiations and discussions relating thereto (collectively, “Confidential Information”). Without limiting the foregoing, the Shareholder Representative and the Founder Parties shall, and shall cause their Representatives to, keep strictly confidential and not disclose any Company Confidential Information (as defined below) following the Closing. Each party shall use Confidential Information solely to evaluate, negotiate, implement or enforce this Agreement or any other Transaction Document, and for no other purpose (including without limitation, any trading in Acquiror’s securities).

(b) A party may disclose Confidential Information only (i) to its Representatives who need to know such information for the foregoing purpose and are bound by obligations no less protective than those set out herein, (ii) to the extent required by U.S. securities laws, Hong Kong listing rules and the rules and regulations of the NYSE and the HKSE, (iii) to the extent required by any other applicable Law (provided the disclosing party is, to the extent legally permissible, notified in advance and afforded a reasonable opportunity to seek confidential treatment), or (iv) with the prior written consent of the disclosing party. The obligations hereunder do not apply to information the receiving party can demonstrate is publicly available through no breach of this clause, was lawfully obtained from a third party not under a duty of confidentiality, or was independently developed without reference to the Confidential Information.

(c) Upon the earlier of (a) termination of this Agreement or (b) written request of the disclosing party, the receiving party shall promptly return or, at the disclosing party’s direction, destroy all Confidential Information (save for one archival copy retained for legal or compliance purposes). The confidentiality obligations in this clause shall survive for three (3) years after the earlier of the Closing Date or termination of this Agreement; provided, however, that Acquiror and its Representatives shall be free to use and disclose any Company Confidential Information following the Closing, and no obligation of confidentiality under this Agreement shall apply to Acquiror and its Representatives with respect thereto (for the purpose hereof, the term “Company Confidential Information” shall mean any Confidential Information that relates to the Company and/or any of its Subsidiaries, but excludes any Confidential Information that is proprietary to any Founder Party or any of their respective Representatives (other than the Company or its Subsidiaries).

(d) Notwithstanding anything in this Agreement to the contrary, the Shareholder Representative shall be permitted to disclose Confidential Information to the Shareholders, who shall be bound by obligations no less protective than those set out herein and use such Confidential Information solely to evaluate, negotiate, implement or enforce this Agreement or any other Transaction Document, and for no other purpose (including without limitation, any trading in Acquiror’s securities).

11.4 Public Disclosure. Neither the Company nor any of its Representatives shall issue any statement or communication to any third party (other than its agents that are bound by confidentiality restrictions) regarding the subject matter of this Agreement or the transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor, without the consent of Acquiror, and vice versa. Notwithstanding anything in this Agreement to the contrary, following the Closing, the Shareholder Representative shall be permitted to, after the public announcement of the Merger, publicly announce that it has been engaged to serve as the Shareholder Representative in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger, the Restructuring or the transactions contemplated herein. If Acquiror determines that any public announcement or filing with the SEC or other relevant securities authority or stock exchange is required or advisable regarding the subject matter of this Agreement or the transactions contemplated hereby, Acquiror shall provide the Company with a reasonable opportunity to review and comment on such announcement or filing in advance and shall

consider in good faith any comments the Company timely provides; provided, however, that if Acquiror reasonably believes that urgent deadlines do not permit prior consultation, Acquiror may proceed with the announcement or filing without such consultation.

11.5 Amendment. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought. For purposes of this Section 11.5, the Shareholders are deemed to have agreed that any amendment of this Agreement signed by the Shareholder Representative shall be binding upon and effective against the Shareholders whether or not they have signed such amendment.

11.6 Extension and Waiver. At any time prior to the Closing, Acquiror, on the one hand, and the Company and the Shareholder Representative, on the other hand, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations of the other party hereto, (b) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. For purposes of this Section 11.6, the Shareholders are deemed to have agreed that any extension or waiver signed by the Shareholder Representative shall be binding upon and effective against all Shareholders whether or not they have signed such extension or waiver.

11.7 Assignment. This Agreement shall not be assigned by operation of law or otherwise, except that Acquiror may assign its rights and delegate its obligations hereunder to its Affiliates as long as Acquiror remains ultimately liable for all of Acquiror’s obligations hereunder.

11.8 Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

11.9 Specific Performance and Other Remedies.

(a) The parties to this Agreement agree that, in the event of any breach or threatened breach by the other party or parties hereto, any Shareholder or the Shareholder Representative of any covenant, obligation or other agreement set forth in this Agreement, (i) each party shall be entitled, without any proof of actual damages (and in addition to any other remedy that may be available to it), to a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other agreement and an injunction preventing or restraining such breach or threatened breach, and (ii) no party hereto shall be required to provide or post any bond or other security or collateral in connection with any such decree, order or injunction or in connection with any related action or legal proceeding.

(b) Any and all remedies herein expressly conferred herein upon a party hereto shall be deemed to be cumulative with, and not exclusive of, any other remedy conferred hereby, or by law or in equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.

11.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property of every description (including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges), contracts, obligations, claims, debts and liabilities, mortgages, charges, or security interests and all contracts, obligations, claims, debts and liabilities of each of Merger Sub and the Company in the Surviving Company, the cancellation of the Company Shares and the conversion of the shares in Merger Sub, the fiduciary or other duties of the Board of Directors of the Company and the directors of each of Merger Sub and Acquiror, the general rights of the respective shareholders of the Company, Merger Sub and Acquiror and the internal corporate affairs of the Company, Merger Sub and Acquiror.

11.11 Exclusive Jurisdiction. Subject to Section 11.10, any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules in force at the relevant time and as may be amended by this Section 11.11. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Administered Arbitration Rules, such Arbitrator shall be appointed promptly by the HKIAC. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 11.11, any party may, to the extent permitted under the HKIAC Administered Arbitration Rules, seek an interim injunction or other form of relief from the HKIAC as provided for in the HKIAC Administered Arbitration Rules. During the course of the arbitral tribunal’s adjudication of a dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

11.12 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, the Disclosure Schedule, the Transaction Documents, and the documents and instruments and other agreements among the parties hereto referenced herein constitute the entire agreement among the parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter of this Agreement, and are not intended to confer upon any other person any rights or remedies hereunder.

11.13 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in.PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

11.14 No Personal Liability. This Agreement is executed by Acquiror (through its authorized signatory) for and on behalf of Merger Sub prior to its registration. Acquiror and its authorized signatory shall not be personally liable for any obligations of Merger Sub under this Agreement or any transactions contemplated hereunder; provided, however, that immediately following Merger Sub’s registration, Acquiror shall cause Merger Sub to obtain all necessary internal approvals to ratify the Merger and to execute a joinder (or a similar instrument) confirming its assumption of, and commitment to perform, all obligations required of Merger Sub under this Agreement and the Plan of Merger.

11.15 Exchange Rate. Unless otherwise expressly provided herein, any monetary amounts stated in Renminbi (RMB) under this Agreement shall be converted to United States Dollars (USD), or vice versa, at the official central parity exchange rate (the “Central Parity Rate”) of USD to RMB published by the People’s Bank of China (“PBOC”) on the Business Day immediately preceding the relevant payment date. If the PBOC does not publish, or otherwise make available, a Central Parity Rate for that particular day, then the parties hereto shall use the most recently published Central Parity Rate prior to such day.

11.16 Several Obligations; No Partnership or Joint Liability. All obligations of the Company and each Shareholder (to which it is a party to this Agreement) under this Agreement shall be several and not joint or joint and several, and neither the Company nor any such Shareholder is responsible in any way for the performance or conduct of any other Person in connection with the transactions contemplated hereunder or under any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Company or any Shareholder pursuant hereto or thereto, shall be or shall be deemed to constitute a partnership, association, joint venture, or joint group with respect to any other Person.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company, the Shareholder Representative and the Founder Parties have caused this Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company, the Shareholder Representative and the Founder Parties have caused this Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company, the Shareholder Representative and the Founder Parties have caused this Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company, the Shareholder Representative and the Founder Parties have caused this Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company, the Shareholder Representative and the Founder Parties have caused this Agreement to be executed as of the date first written above.

IN WITNESS WHEREOF, Acquiror, Merger Sub, the Company, the Shareholder Representative and the Founder Parties have caused this Agreement to be executed as of the date first written above.

Schedule A

Founder Parties

Schedule B

Part I - Certain Defined Terms

“Accredited Investor” shall mean an “accredited investor” as defined in Rule 501(a) of Regulation D.

“Accredited Investor Questionnaire” shall mean accredited investor questionnaire in the form attached hereto as Exhibit G, to be completed by a Shareholder that is an Accredited Investor in accordance with the terms of this Agreement and the instructions thereto.

“Acquiror ADSs” shall mean the American depositary shares, each representing two (2) Acquiror Ordinary Shares, of Acquiror.

“Acquiror RSU” shall mean each restricted stock unit representing the right to vest in and be issued an Acquiror Ordinary Share under the applicable share incentive plan of Acquiror.

“Acquiror Share Count” shall mean, without duplication, the aggregate number of Acquiror Shares (including Acquiror Ordinary Shares represented by Acquiror ADSs) that are issued and outstanding as of 11:59 p.m. (Hong Kong time) on the Share Count Notification Date.

“Acquiror Shares” shall mean, collectively, (i) all the Acquiror Ordinary Shares, and (ii) all the Class B ordinary shares, par value US$0.000083 per share, of Acquiror.

“Acquiror Material Adverse Effect” shall mean any change, event, violation, inaccuracy, circumstance or effect (any such item, an “Effect”), individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Acquiror Material Adverse Effect, that is or is reasonably likely to materially impede the ability of Acquiror to consummate the transactions contemplated by this Agreement in accordance with the terms of this Agreement and applicable Laws.

“Acquiror Ordinary Share” shall mean each Class A ordinary share, par value US$0.000083 per share, of Acquiror.

“Acquiror Share Price” shall mean the quotient (expressed in United States dollars) obtained by dividing [redacted] by the Acquiror Share Count.

“Action” shall mean any formal legal or administrative proceeding, including any action, suit, claim, litigation, investigation, arbitration, adjudicative or other similar proceedings, whether administrative, civil or criminal, whether at law or in equity, or otherwise under any applicable Laws, that is pending and is brought before a Governmental Entity, a court or an arbitral tribunal.

“Affiliate” shall mean (i) with respect to a specified Person that is a natural person, such specified Person’s Relatives and any Person Controlled, directly or indirectly, by such specified Person or his/her Relatives, and (ii) with respect to a specified Person that is not a natural person, another Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, such specified Person.

“Anti-Corruption Laws” shall include but not be limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, any Law of the PRC for the prevention or punishment of public or commercial corruption or bribery, including the PRC Criminal Law and the PRC Anti-Unfair Competition Law, and any rules or regulations thereunder or any similar anti-corruption or anti-bribery Laws applicable to the Company or any of its Subsidiaries.

“Approval” shall mean any approval, authorization, release, order, consent, certification, franchise, license or permit required to be obtained from, or any registration, qualification, designation, declaration, filing, notice, statement or other communication required to be filed with or delivered to, any Governmental Entity or any other Person.

“Bulletin 7” shall mean the State Taxation Administration’s Bulletin on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-resident Enterprises (State Taxation Administration Bulletin [2015] No. 7) (国家税务总局《关于非居民企业间接转让财产企业所得税若干问题的公告》(国家税务总局公告2015年第7号), as may be amended or supplemented from time to time and including amendments made by the Announcement with respect to Certain Matters in relation to the Withholding Income Tax of a Non-resident Enterprise issued by the State Taxation Administration (State Taxation Administration Announcement [2017] No. 37) (国家税务总局关于非居民企业所得税源泉扣缴有关问题的公告) (国家税务总局公告2017年第37号) and any similar or replacement law, notice, circular or bulletin on the Tax treatment of offshore indirect transfer of any China Taxable Property including any applicable laws in the PRC against the avoidance of PRC Tax.

“Bulletin 7 Assessed Amount” shall mean the amount of Tax, if any, assessed by the relevant PRC Tax authority as being payable by the Bulletin 7 Shareholders under and/or pursuant to Bulletin 7 as a result of the Transaction, and provided to Acquiror in accordance with Section 7.12(b)(vii).

“Bulletin 7 Escrow Account” shall mean, the accounts in which the Escrow Agent holds the Bulletin 7 Escrow Amount.

“Bulletin 7 Escrow Amount” shall mean, with respect to each Bulletin 7 Shareholder, an amount equal to 10% of the aggregate value of (i) the Cash Consideration payable to such Bulletin 7 Shareholder and (ii) the product of (x) the Stock Consideration payable to such Bulletin 7 Shareholder multiplied by (y) the Average Stock Price. For the purpose of this definition, the “Average Stock Price” means the price per Acquiror Ordinary Share obtained by (i) calculating the arithmetic average of the closing prices of one (1) Acquiror ADS on the NYSE for the five (5) consecutive trading days from (and including) the tenth (10th) trading day through the sixth (6th) trading day immediately preceding the Closing Date; and (ii) dividing such average Acquiror ADS price by two (2).

“Business” shall mean the online audio platform business, activities and operations of the Company and its Subsidiaries.

“Business Day” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in the Cayman Islands, Hong Kong or the PRC are authorized or obligated by Law or executive order to close.

“Carve-Out Business” shall mean the Company businesses specified in Exhibit F (Restructuring Steps).

“Cash” shall mean the (i) all cash and cash equivalents of the Company and its Subsidiaries (net of outstanding checks and excluding any Restricted Cash) readily available for use as at the Effective Time, and (ii) all cash-management or treasury products that are recognized at fair value through profit or loss in accordance with IFRS, in each case free of Liens.

“Certified by the Share Registrar” shall mean, with respect to the extract of register of members of Acquiror to be provided hereunder, such extract shall be affixed with Share Registrar’s company stamp.

“Charter Documents” shall mean, with respect to any Person that is not an individual, the articles or certificate of incorporation, registration or organization, bylaws, memorandum and articles of association, limited partnership agreement, partnership agreement, limited liability company agreement, shareholders agreement, and other similar organizational document of such Person.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Companies Act” shall mean the Companies Act (2025 Revision, as amended from time to time) of the Cayman Islands.

“Company Articles” shall mean the Fourteenth Amended and Restated Articles of Association of the Company, as amended from time to time, adopted by special resolution with effect from March 28, 2024.

“Company Employee Plan” shall mean any plan, program, policy, practice, contract, agreement or other arrangement, whether written or unwritten, providing for compensation, severance, change of control, termination pay, retention, deferred compensation, performance awards, equity, stock or stock- related awards, phantom stock or bonus awards, welfare benefits, retirement benefits, fringe benefits, vacation, health, medical, profit sharing, payroll practice or other pay or employee benefits or remuneration of any kind, whether funded or unfunded, including the Company Equity Incentive Plans.

“Company Equity Incentive Plans” shall mean each of the following equity incentive plans of the Company (a) the Employee Equity Incentive adopted on July 22, 2019 (the “Global Plan”), and (b) the Amended and Restated Employee Equity Incentive Plan adopted on March 4, 2019 (the “Legacy Plan”).

“Company IP” shall mean collectively, the Company Owned IP and the Company Licensed IP.

“Company IP Contract” shall mean any Contract to which the Company or any of its Subsidiaries is a party that contains any assignment, license of, any covenant not to assert or enforce, or otherwise covering the use and exploitation of any Company IP.

“Company Material Adverse Effect” shall mean any Effect, individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Company Material Adverse Effect, that is or is reasonably likely to (i) materially impede the ability of the Company to consummate the Merger in accordance

with the terms of this Agreement and applicable Laws, or (ii) be materially adverse to the business, operations, long-term value or financial conditions of the Company and its Subsidiaries taken as a whole (except as otherwise excluded under this definition), and in the case of (ii), in a manner that is not cured or remedied, and has not otherwise ceased to exist, on or before the Closing Date; provided, further, that none of the following will be deemed, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been or will be, a Company Material Adverse Effect: (a) any adverse Effect arising from China or foreign financial or securities markets or China or foreign economy in general or in the industry sectors in which the Company and its Subsidiaries operate in general, (b) any change in accounting requirements or principles or any change in applicable Laws, (c) any adverse Effect arising from hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date of this Agreement, (d) any adverse Effect arising from any natural disaster, disease outbreaks and ongoing effects of a contagious disease, epidemics and pandemics (including COVID-19) beyond the reasonable control of the Company and its Subsidiaries, (e) the failure of the Company or its Subsidiaries to meet any internal or published projections, estimates, or forecasts of revenues, goals, earnings, or other measures of financial or operating performance for any period, except to the extent such failure is attributable to an underlying cause that would independently constitute a Company Material Adverse Effect; (f) any Effect arising from the pendency, announcement, or consummation of the Merger contemplated herein or compliance with the terms of this Agreement or the other Transaction Documents; (g) the Effect of any event or action taken or omission to act by Acquiror or its Affiliates requested by Acquiror in writing; and (h) the Effect of any event or action (including any circumstance giving rise to a Leakage Amount, a Metrics Deficiency Recovery Amount or a Net Cash Shortfall Amount, as defined in this Agreement) on the Company’s financial conditions, to the extent such Effect is offset through a deduction from the Merger Consideration otherwise payable to the Founder Shareholders in accordance with the terms of this Agreement (except that any Effect described in limbs (a), (b), (c) and (d) above will be included in determining whether a Company Material Adverse Effect has occurred only to the extent that such Effect has materially disproportionately adversely affected the Company and its Subsidiaries, taken as a whole, relative to similarly situated companies of comparable size and product mix operating in the same industry sectors).

“Company Options” shall mean all issued and outstanding options to, directly or indirectly, purchase or otherwise acquire Company Ordinary Shares (whether or not vested), directly or indirectly, held by any Person, granted under the Company Equity Incentive Plans, including the Company Options indirectly held through Ximalaya Welfare Limited and/or Ark Trust (Hong Kong) Limited.

“Company Ordinary Shares” shall mean ordinary shares, par value US$0.0001 per share, of the Company.

“Company Owned IP” shall mean any and all Intellectual Property Rights and Technology that are owned or purported to be owned by the Company or any of its Subsidiaries, including any Company Registered IP.

“Company Preferred Shares” shall mean (i) Series Angel Preferred Shares, (ii) Series A Preferred Shares, (iii) Series B Preferred Shares, (iv) Series B-1 Preferred Shares, (v) Series B-2 Preferred Shares, (vi) Series C Preferred Shares, (vii) Series C-1 Preferred Shares, (viii) Series C-2 Preferred Shares, (ix) Series D Preferred Shares, (x) Series E -1 Preferred Shares, (xi) Series E-2 Preferred Shares, (xii) Series E-3 Preferred Shares and (xiii) Series E-4 Preferred Shares, in each case as defined in the Company Articles, Schedule B, and any other preferred shares authorized by the Company, if any, taken together.

“Company Privacy Policy” shall mean each external or internal, past or present privacy policy or public privacy- or security-related representation (excluding representations in Contracts), statement, notice, or promise of the Company or any of its Subsidiaries, including any such policy or public representation, statement, notice, or promise relating to: (i) the privacy of users of, or privacy- or data protection-related aspects of, any Company Product or any site of the Company or any of its Subsidiaries; or (ii) the collection, use, storage, hosting, disclosure, transmission, transfer, disposal, retention, interception, or other processing of, or security of, any Private Information.

“Company Products” shall mean (i) all products and services (including Software websites, apps) delivered, hosted, provided, made commercially available, marketed, sold, offered for sale, supplied, distributed or licensed out by or on behalf of the Company or any of its Subsidiaries and (ii) all Technology that is embedded in any products and services described in limb (i), including any Technology embedded in such products and services that is used to collect, transfer, transmit, store, host, or otherwise process Private Information.

“Company RSU” shall mean each restricted stock unit representing the right to vest in and be issued, directly, or indirectly, one Company Ordinary Share that is outstanding and awarded under the Company Equity Incentive Plans,

excluding any restricted stock units that have been settled, including the Company RSU indirectly held through Ximalaya Welfare Limited and/or Ark Trust (Hong Kong) Limited.

“Company Shares” shall mean the Company Ordinary Shares, the Company Preferred Shares and any other shares, if any, of the Company, taken together.

“Company Source Code” shall mean any Software source code, any material portion or aspect thereof, or any proprietary information or algorithm (i) owned or purported to be owned by the Company and/or any of its Subsidiaries, (ii) contained in any Company Product to the extent such Company Product is Company Owned IP, or (iii) otherwise authored or purported to be authored by or on behalf of the Company or any of its Subsidiaries.

“Competition Authority” shall mean any Governmental Entity which has jurisdiction in relation to Competition Laws and, without limiting the generality of the foregoing, includes the State Administration for Market Regulation of the PRC or its local branches.

“Competition Laws” shall mean any law, regulation or administrative process relating to fair competition, antitrust, merger control, fair trading, consumer protection, monopolies, abuse of dominance, public procurement, or other similar matters, and, without limiting the generality of the foregoing, includes the Anti-Monopoly Law of the PRC.

“Consultant Proprietary Information Agreement” shall mean the Company’s or any of its Subsidiaries’ standard form of consulting agreement containing proprietary information, confidentiality and assignment provisions, a copy of which has been Made Available to Acquiror.

“Contaminant” shall mean any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other code, software routines, or hardware components designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or permitting or causing unauthorized access to, a system, network, or other device; or (ii) damaging or destroying any data or file without the user’s consent.

“Contract” shall mean any contract (oral or written), mortgage, indenture, lease, license, covenant, plan, insurance policy or other legally binding agreement, instrument, arrangement, understanding or commitment, permit, concession, franchise or license.

“Control” shall mean, from time to time, in the case of a body corporate, the right to exercise more than 50% of the votes exercisable at any meeting of that body corporate, the right appoint or cause the appointment of more than half of its directors, or the power to direct or cause the direction of the management, policies or activities of that body corporate, whether directly or indirectly whether by virtue of provisions contained in its articles of association or, as the case may be, certificate of incorporation or by-laws, statutes or other constitutional documents or any management or advisory agreement or any contract or arrangement with any other Persons; and the terms “Controlling”, “Controlled by” and “under common Control with” shall be construed accordingly.

“Control Documents” shall mean all of the Contracts, which are currently in effect that provide Control (financially, operationally or otherwise) to the WFOE over the Domestic Company, Wonder Shanghai and Tianbo, including, (i) the Exclusive Option Contract(s) (《独家购买权协议》), (ii) the Exclusive Business Cooperation Agreement(s) (《独家业务合作协议》), (iii) the Equity Pledge Agreement(s) (《股权质押协议》), (iv) the Powers of Attorney (《授权委托书》), (v) the Spouse Consent Letter(s) (《配偶同意函》) and (vi) the Confirmation Letter(s) (《确认及承诺函》), each as amended, supplemented and restated from time to time.

“Customer Data” shall mean all data (i) uploaded or otherwise provided by or for customers or users of any Company Product to, or stored by the Company’s or any of its Subsidiaries’ customers or users on, the Company Products, (ii) collected, created, compiled, inferred, derived, or otherwise obtained by or for the Company Products or by or for the Company or any of its Subsidiaries in connection with the Company’s or any of its Subsidiaries’ provision or operation of Company Products; or (iii) compiled, inferred, or derived from any of the foregoing by or for the Company or any of its Subsidiaries.

“Deed of Undertaking” shall mean a deed of undertaking in the form attached hereto as Exhibit D.

“Dissenting Baseline Merger Consideration” shall mean, with respect to each Dissenting Shareholder, the total cash amount set opposite the name of such Dissenting Shareholder in Payment Spreadsheet, plus the total number of Acquire Ordinary Shares set opposite the name of such Dissenting Shareholder in Payment Spreadsheet.

“Domestic Company” shall mean Shanghai Ximalaya Technology Co., Ltd (上海喜马拉雅网络科技有限公司), a limited company incorporated and existing under the Laws of the PRC.

“Employee” shall mean any current employee of the Company or any of its Subsidiaries.

“Employee Agreement” shall mean each management, employment, severance, separation, settlement, consulting, contractor, relocation, change of control, retention, bonus, repatriation, expatriation, loan, visa, work permit or other agreement, or contract (including, any offer letter or any agreement providing for acceleration of Company Options or Company RSU, or any other agreement providing for compensation or benefits) between the Company, a Subsidiary on one hand, and any Employee or Service Provider on the other hand.

“Employee Proprietary Information Agreement” shall mean the Company’s standard form of proprietary information, confidentiality and assignment agreement for employees, a copy of which has been Made Available to Acquiror.

“Environmental Laws” shall mean all applicable Laws (including common laws), directives, guidance, rules, regulations, orders, treaties, statutes, and codes promulgated by any Governmental Entity which prohibit, regulate or control any Hazardous Material.

“Equity Investee” means an entity, other than a Subsidiary of the Company, in which the Company or a Subsidiary of the Company owns or otherwise holds any equity interest.

“Equity Securities” shall mean with respect to any Person, (a) any shares of capital or capital stock, registered capital, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, such Person, (b) any securities of such Person (including debt securities) convertible into or exchangeable or exercisable for shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, such Person, (iii) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, such Person, and (iv) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights (including, for the avoidance of doubt, interests with respect to an employee share ownership plan) issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person.

“Escrow Agent” shall mean the escrow agent designated under the Escrow Agreement or another institution reasonably acceptable to Acquiror and the Shareholder Representative, and any successor escrow agent appointed pursuant to the Escrow Agreement.

“Escrow Agreement” shall mean the escrow agreement to be entered into on or prior to the Closing Date by and among the Company, the Shareholder Representative, the Escrow Agent and Acquiror in accordance with the key commercial terms as set out in Schedule 2.3(b)(iii).

“ESOP Grantee” shall mean any current or past individual grantee of any Company Equity Incentive Plan.

“ESOP Shareholder” shall mean any ESOP Grantee who holds indirect interests in the Company through Ximalaya Welfare Limited and/or Ark Trust (Hong Kong) Limited.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fairly Disclosed” or “Fair Disclosure” shall mean, in respect of any fact, event, occurrence, circumstance or other matter (each, a “Matter”), that such Matter has been fairly disclosed in sufficient detail either in the Disclosure Schedule, or in any document or other information Made Available in the Data Room (the Disclosure Schedule and all documents and other information so identified, together, the “Disclosed Materials”), if and to the extent it is readily apparent on the face of such disclosure, or, where the disclosure expressly cross-references another document Made Available in the Data Room, reasonably apparent on a review of such document, to a prudent purchaser experienced in transactions of this type, without requiring an unreasonable investigation outside the Disclosed Materials. For the avoidance of doubt, a Matter shall be regarded as Fairly Disclosed only if:

“Founder Indemnity Amount” shall mean an amount equal to [redacted] of the result of aggregate value of the Merger Consideration for the Founder Shareholders (with respect to Stock Consideration of the Founder Shareholders, calculated by multiplying the number of Acquiror Ordinary Shares deliverable as Merger Consideration, by the Acquiror Share Price.

“Founder Indemnity Shares” shall mean the number of Acquiror Ordinary Shares determined by dividing the Founder Indemnity Amount, by Acquiror Share Price.

“Founder Shareholder Pro Rata Portion” shall mean, with respect to each Founder Shareholder, an amount equal to the quotient obtained by dividing (x) the value of the Merger Consideration receivable by such Founder Shareholder, by (y) the aggregate value of the Merger Consideration receivable for all Company Shares (in each case with any Acquiror Ordinary Shares to be valued at the Acquiror Share Price) held by all Founder Shareholders as of immediately prior to the Effective Time.