Commitment Letter
Given that Shenzhen Yidao Information Co., Ltd. (hereinafter referred to as the "Listed Company") intends to acquire 100% of the shares of Shenzhen Chenghu Information Co., Ltd. (hereinafter referred to as "Chenghu Information") through the issuance of shares and payment of cash, and to raise supporting funds (hereinafter referred to as the "Transaction"), I/this enterprise, as a shareholder of Shenzhen Chenghu Information Co., Ltd., hereby commit:
I. Commitment Letter Regarding Share Lock-up Period
(1) If I/this enterprise obtains newly issued shares of the Listed Company (hereinafter referred to as "New Shares") and the shares of Shenzhen Chenghu Information Co., Ltd. used to subscribe for the New Shares have been held for more than 12 months, then I/this enterprise shall not transfer the corresponding consideration shares acquired in this Transaction within 12 months from the date of issuance of the New Shares (i.e., the date when the New Shares are registered in the name of I/this enterprise by the securities registration and settlement institution); otherwise, I/this enterprise shall not transfer the New Shares acquired in this Transaction within 36 months from the date of issuance of the New Shares.
(2) After the completion of this Transaction, if the New Shares of the Listed Company obtained by I/this enterprise through this Transaction are derived from shares such as bonus shares or capital reserve increase by the Listed Company, they shall also be subject to the above lock-up period arrangements.
(3) If the laws, regulations, normative documents, and requirements of the securities regulatory authorities regarding the lock-up of relevant shares change after the issuance of this Commitment Letter and before the completion of this Transaction, I/this enterprise is willing to adjust according to the changed laws, regulations, normative documents, and requirements of the securities regulatory authorities.
(4) After the expiration of the lock-up period, the transfer and trading of the Listed Company's shares obtained by I/this enterprise in this Transaction shall be handled in accordance with the effective laws and regulations at that time, as well as the rules and regulations of the Shenzhen Stock Exchange and the China Securities Regulatory Commission.
(5) I/this enterprise undertakes to earnestly fulfill the above commitments. If I/this enterprise violates these commitments and causes losses to the Listed Company or investors, I/this enterprise shall bear the corresponding legal liability according to law.
II. Commitment Letter Regarding Ownership of the Target Assets
(1) The investment price corresponding to the shares of Shenzhen Chenghu Information Co., Ltd. (hereinafter referred to as "Target Assets") held by I/this enterprise has been fully paid, and there are no false or withdrawn capital contributions. The funds obtained by I/this enterprise for the Target Assets come from the self-owned funds or self-raised funds of I/this enterprise, and these fund sources are legal. The previous equity changes involving the acquisition of Target Assets by I/this enterprise comply with applicable laws, regulations, and normative documents, and are true and valid, and all necessary approvals, evaluations, and filings have been completed (or legal and valid exemptions have been obtained), and there are no capital contribution defects or disputes.
(2) As of the date of issuance of this Commitment Letter, I/this enterprise legally owns the equity of the Target Assets, including but not limited to the right to possess, use, benefit from, and dispose of them. There are no entrusted shareholding or nominee shareholding arrangements. No pledge, mortgage, lien, or other third-party rights are set up as security. There are no circumstances such as seizure, freezing, or custody that restrict its transfer. Before the completion of this Transaction, without the consent of the Listed Company, I/this enterprise guarantees that no pledge or any other third-party rights will be set up on the Target Assets.