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STRICTLY PRIVATE & CONFIDENTIAL

For the attention of: [Just Novel Limited]

[06/11], 2024

Dear

PROJECT LORD

You, the addressee of this letter (“you”) have expressed interest in the potential acquisition (the “Transaction”)
of interests (the “Interests”) in the Valextra brand (“Investment”) managed and advised by NEO Investment
Partners LLP (the “Manager”). In consideration of and as a condition to the Manager furnishing to you certain
information relating to the Investment and the Transaction, you acknowledge the confidential and/or proprietary
nature of the Confidential Information (as defined below) and agree that you will use such Confidential Information
and maintain the confidentiality of such Confidential Information in accordance with the terms of this letter.

1. Interpretation

“Associate” in relation to a person, any person that (i) directly or indirectly controls it,
(ii) is directly or indirectly is controlled by it or (iii) is under a direct or indirect common control.

References in this letter to a “person” or “persons” shall include natural persons, bodies
corporate, unincorporated associations, and partnerships, in each case whether or not having a separate
legal personality.

“Confidential Information” includes:

(a) any information of whatever nature and in whatever form (whether written or otherwise) relating
to the Transaction, the Manager and the Investment (including, without limitation, the operative
agreements, financial statements, reports, or details of any investor in the Investment) and the
existence, nature, progress or terms of any negotiations relating to the Transaction which you,
your Associates, your or any of your Associates’ directors, officers, members, employees
(including employees who, subsequent to the first date of disclosure of Confidential Information
hereunder, become former employees), advisers, agents and representatives (together
“Permitted Disclosees”) obtain, either directly or indirectly, in writing or orally, from or
pursuant to discussions with the Manager, the Investment or managers thereof or any of their
respective directors, officers, members, employees, Associates, advisers, agents or
representatives (each being a “Relevant Person”), whether before or after the date of this letter;

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 (b) notes, analyses, compilations, studies, interpretations and other documents prepared by you or
any of your Permitted Disclosees which contain or otherwise reflect or are generated or derived
from the information referred to at sub-paragraph (a) above; and

(c) the contents of this letter.

Confidential Information does not include information which:

(d) is publicly available at the time it was made available to you or any of your Permitted Disclosees
or subsequently comes into the public domain, otherwise than through an unauthorized disclosure
or other act or omission by you or any of your Permitted Disclosees or by any other person in
breach of an obligation of confidentiality;

(e) was lawfully in your possession prior to its being supplied to you or any Permitted Disclosee by
a Relevant Person for the purpose of the Transaction provided that the source of such information
was not bound by or subject to a confidentiality agreement or other duty of confidence with
respect to such information; or

(f) becomes available to you on a non-confidential basis from a source other than a Relevant Person,
provided that the source of such information is not bound by or subject to a confidentiality
agreement or other duty of confidence with respect to such information.

2. Confidentiality Obligations

2.1 You hereby agree that you are and you shall procure that each of your Permitted Disclosees are bound by
this letter or such substantially similar agreement with confidentiality terms no less stringent (or in the
case of professional advisers, you shall procure that such advisers are bound by a professional obligation
of confidentiality), and in particular you and your Permitted Disclosees shall:

(a) use the Confidential Information only for the purpose of evaluating the Transaction and will not
use the Confidential Information in any way which is detrimental to the interests of the Manager,
or the Investment, and for the purposes of the foregoing, you further agree that neither you nor
your Permitted Disclosees shall use the Confidential Information provided in connection with
the Transaction for the purposes of commencing, negotiating, finalizing or executing any
separate acquisition or other transaction in relation to the Investment (whether by way of private
transaction or on-exchange transaction) and your (and your Permitted Disclosees’) use of the
Confidential Information shall be limited to the evaluation and conclusion of the Transaction in
accordance with the process and procedure established by the Manager in respect of the
Transaction;

(b) treat and safeguard as private and confidential all Confidential Information at all times and shall
not at any time, without the prior written consent of the Manager:

(i) disclose the Confidential Information to any party, other than such of your Permitted
Disclosees who need to know such Confidential Information for the purpose of
evaluating the Investment and the Transaction; or

(ii) copy or otherwise reproduce the Confidential Information or permit or allow any of
your Permitted Disclosees to copy or otherwise reproduce, in whole or in part, the
Confidential Information, other than as reasonably required for the purpose of
evaluating the Investment and the Transaction; or

(iii) initiate, contact or engage in or have any discussions of any kind with any person,
including without limitation, managers of the Investment, or any of their respective
Associates, representatives, present or former investors or Investment or other portfolio
companies with respect to any matter pertaining to, or otherwise in connection with, the
Transaction; or
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 (iv) enter into any proposed collaborative bidding proposal in connection with the
Transaction with any other person without the prior written consent of the Manager.

2.2 At your sole expense, take all reasonable measures to protect the Confidential Information from prohibited
or unauthorized use or disclosure.

3. Return of Information

3.1 You undertake as follows:

(a) at any time on request of the Manager, you will and you shall procure that each of your Permitted
Disclosees will:

(i) promptly return to the Manager, any Confidential Information and any copies which
may have been made to or by you or your Permitted Disclosees or on your behalf or
documents containing Confidential Information;

(ii) expunge all Confidential Information from any computer, word processor or other
device containing information, save where the same is backed up as a result of electronic
archiving; and

(iii) destroy all notes or memoranda prepared by you or any of your Permitted Disclosees
relating to any Confidential Information or the Transaction and any copies thereof.

(b) if requested, you will confirm to the Managers in writing that you and each of your Permitted
Disclosees have complied with the provisions of this paragraph.

3.2 You may retain one (1) copy of Confidential Information if you are so required in order to comply with
applicable law or regulatory requirements. Notwithstanding anything herein to the contrary, any
Confidential Information or copies thereof retained by you or you Permitted Disclosees after the expiration
or termination of this letter, shall continue to be subject to the restrictions on use set forth in this letter as
if this letter had not expired or been terminated.

4. Compulsory Disclosure

4.1 Notwithstanding any provision in this letter to the contrary, if you or any of your Permitted Disclosees are
requested or required in a judicial, administrative or governmental proceeding (including in connection
with any pre-trial proceeding) or as otherwise required by law or regulation to disclose any Confidential
Information, you will provide the Manager with prompt written notice, prior to disclosure, of any such
request or requirement so that the Manager may seek a protective order or other appropriate remedy and
you shall provide such assistance and co-operation in relation thereto. If you or any of your Permitted
Disclosees is, in the written advice of counsel, compelled to disclose Confidential Information or else
shall violate applicable law or regulations, then such Confidential Information may be disclosed without
liability hereunder provided that you only disclose that portion of the Confidential Information which is
legally required to be disclosed and use best efforts to obtain and cause your Permitted Disclosees to
obtain assurances that confidential treatment will be accorded to such Confidential Information.

4.2 You hereby confirm that you are not now under, and you shall not voluntarily assume, any obligation
(including, without limitation, the Freedom of Information Act or similar U.S. state or non-U.S. statute,
regulation rule or otherwise) which would or might compel you to disclose any Confidential Information.

5. No Representations or Offer

5.1 You acknowledge and agree that:

(a) the Confidential Information does not purport to be all inclusive and that no Relevant Person (i)
accepts responsibility for, or make any representation or warranty, express or implied, as to the
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 accuracy, reliability or completeness of any of the Confidential Information or the assumptions
on which it is based (save as may be provided in any final agreement regarding the Transaction),
or (ii) shall be liable to you (except in the case of fraud) in respect of the Confidential Information;

(b) nothing in this letter imposes on any Relevant Person any obligation to provide further
Confidential Information or update or correct any inaccuracies in the Confidential Information;

(c) the furnishing of the Confidential Information will not constitute an offer of any nature
whatsoever by any Relevant Person, nor form the basis of any contract or agreement and no
Relevant Person is obliged by virtue of disclosing Confidential Information to continue
discussions or negotiate towards any agreement relating to the proposed Transaction;

(d) nothing in this letter modifies, amends or waives any restrictions on transfer of the Investment
(including consent rights and, if applicable, rights of first refusal); and

(e) you will not rely on any communication from any Relevant Person (whether written or oral) as
investment, financial, tax or accounting advice in relation to the proposed Transaction, or
consider any communication from any Relevant Person to be an assurance or guarantee as to the
expected results of the proposed Transaction. You acknowledge that any such communications
(including the Confidential Information) shall not be considered investment, financial, tax or
accounting advice or as a recommendation to participate in the proposed Transaction. You will
exercise and you will ensure that any Permitted Disclosees exercises your/their own judgement
as to all financial, investment, tax and accounting matters and as to the appropriateness of the
proposed Transaction, taking into account all relevant factors including such matters.

6. Liability

You shall be responsible for any breach of any of the terms of this letter by you or by any of your Permitted
Disclosees. Remedies 批注 [M1]: No indemnity

Without prejudice to any other rights or remedies that a Relevant Person may have, you irrevocably
acknowledge and agree that damages would not be an adequate remedy for a breach of any of the
provisions of this letter and any Relevant Person shall be entitled to seek the remedies of injunction,
specific performance and other equitable relief for any threatened or actual breach of the provisions of
this letter. No proof of special damages shall be necessary for the enforcement of this letter.

7. Intellectual Property

Title to all property, including all Confidential Information, received by you from any Relevant Person,
shall remain at all times the sole property of such Relevant Person(s), and this letter shall not be construed
to grant to you any licenses or similar rights to such property or Confidential Information disclosed to you
hereunder. Nothing in this letter shall limit or restrict the rights of any Relevant Person to assert
infringement or other intellectual property claims against you to the extent permitted under applicable law.

8. Capacity

8.1 You hereby represent and warrant that (i) the execution, delivery and performance of this Agreement by
you has been duly authorized; and (ii) this Agreement constitutes a legal, valid, binding and enforceable
obligation upon you.

9. Notices

9.1 Any communication to be given in connection with this letter shall be in writing in English and shall either
be delivered by hand, sent by first class post or fax to the address of the relevant party referred to in this
letter, which shall be deemed to have been received:

(a) if delivered by hand, at the time of delivery; or

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 (b) if sent by first class post, on the second day after posting;

(c) if sent by fax, at the time of completion of transmission by the sender; or

(d) if sent by email, at the time of completion of transmission by the sender.

9.2 If a communication would otherwise be deemed to have been received outside normal business hours in
the place of receipt, being 9:30 a.m. to 5:30 p.m. on a day other than a Saturday, Sunday or public holiday
in London (“Business Day”), it shall be deemed to have been received at 9:30 a.m. on the next Business
Day.

10. Severability

If any term or provision of this letter or any application hereof shall be invalid or unenforceable, the
remainder of this letter and any other application of such term or provision shall not be affected thereby.

11. Term

11.1 Except as set forth in sub-paragraph 3.2 above, the terms of this letter shall terminate and be of no further
force or effect upon 24 months from the date of execution of this letter;

12. Rights of Third Parties

12.1 This letter is for the benefit of the Relevant Persons and shall be enforceable by any Relevant Person as if
you have given the undertakings in this letter to each of them.

12.2 Except as expressly set out in sub-paragraph 12.1 above of this letter, a person who is not a party to this
letter shall have no right to enforce any of its terms.

13. No Waiver / Variation

13.1 Any failure by a Relevant Person to exercise any right, power or privilege hereunder shall not constitute
a waiver hereunder, nor shall any single or partial exercise thereof preclude any further exercise of any
right, power or privilege. The rights, powers, privileges and remedies provided in this letter are cumulative
and are not exclusive of any other rights, powers, privileges or remedies provided by law.

13.2 Any variation of this letter is valid only if it is in writing and signed by or on behalf of each party hereto.

14. Assignment

You may not assign any of your rights or transfer any of your rights or obligations under this letter
without the prior written consent of the Manager.

15. Governing Law

15.1 This letter and the legal relations among the parties shall be governed by and construed in accordance
with the laws of the England and Wales without regard to the principles of conflicts of law thereof.

15.2 Each party to this letter hereby submits to the exclusive jurisdiction of the courts of England for purposes
of all legal proceedings arising out of or relating to this Agreement, or the transactions contemplated
hereby. Each party to this Agreement hereby irrevocably waives, to the fullest extent permitted by law,
any objection that it may now or hereafter have to the laying of the venue of any such proceeding in such
court and any claim that any such proceeding brought in such a court has been brought in an inconvenient
form.

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Please confirm your agreement to the terms of this letter by signing the endorsement on the enclosed copy and
returning the copy to the Manager as soon as possible.

Yours sincerely
on behalf of the Manager

...................................................

Name: David Belhassen

Title: Managing Partner

We, Just Novel Limited , hereby irrevocably and unconditionally agree and accept the terms of the letter set out
above.

Signature: .............................................

Name: WANG NANI

Date: ...........06/11/2024..................................

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