【正文】 the meaning set forth in the Subscription Agreement. “ Transfer Notice” has the meaning set forth in Section of this Agreement. “ Transferring Shareholder” has the meaning set forth in Section of this Agreement. “ Underwriter’ s Representative” has the meaning set forth in Section (a) of this Agreement. Interpretation. In this Agreement, unless otherwise specified: (a) the headings and subheadings are inserted for convenience only and shall not affect the construction of this Agreement。 (b) securities issued as a dividend or distribution on Preferred Shares or any event for which adjustment is made pursuant to Article 16(g) or Article 16(h) of the 3 Memorandum and Articles, (c) securities offered to the public pursuant to a registration statement or registered prospectus in respect of a Qualified IPO, or (d) securities or share capital issued to all Shareholders pro rata without consideration pursuant to a stock dividend, stock split, or similar transaction. “ Ordinary Share Equivalents” means the number of issued and outstanding Ordinary Shares, and Ordinary Shares into which issued and outstanding Preferred Shares and other securities are convertible. “ Ordinary Shareholders” means the holders of Ordinary Shares. “ Ordinary Shares” means the ord inary shares of the Company. “ Person” means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated anization, association, corporation, institution, public benefit corporation, entity or governmental authority or other entity of any kind or nature. “ PRC” means the People’s Republic of China, excluding (solely for purposes of this Agreement) the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Islands of Taiwan. “ Preferred Shares” means Series A Shares. “ Prohibited Transfer” has the meaning set forth in Section of this Agreement. “ Pro Rata Ratio” with respect to any Investor, means the ratio of: (a) the total number of Ordinary Share Equivalents held by that Investor to (b) the total number of Ordinary Share Equivalents held by all Investors. “ Pro Rata Share” with respect to any Investor, means the ratio of: (a) the total number of Ordinary Share Equivalents held by that Investor (assuming the conversion of all outstanding Preferred Shares) immediately before the proposed allotment and issue of New Securities to (b) the total number of Ordinary Share Equivalents held by all Shareholders of the Company (assuming the conversion of all outstanding Preferred Shares to Common Shares and the exercise of all options outstanding) immediately before the proposed allotment and issue of New Securities. “ Qualified IPO” means the closing of the Company’s first firm mitment, underwritten public offering of Ordinary Shares or securities representing Ordinary Shares in connection with which Ordinary Shares or such securities (or the shares of a pany of which the Company is a wholly owned subsidiary established for the purpose of listing (the “ Listco”)) is listed and bees publicly traded on an internationally recognized securities exchange (including the Stock Exchange of Hong Kong) or the NASDAQ National Market or the issue or transfer of shares in a pany whose shares are listed on an internationally recognized stock exchange (including the Stock Exchange of Hong Kong) or on NASDAQ National Market for which shares approval for listing and trading has been duly obtained and which shares are issued or transferred in consideration of the acquisition of the Ordinary Shares of the Company or the shares of the Listco, provided, however, (i) that such transaction or listing shall result in aggregate proceeds to the Company of at least US$60,000,000 (before deduction for underwriters’ missions 4 and expenses), (ii) that the market capitalization of the Company or the Listco immediately after such transaction or listing shall be at least US$300,000,000, and (iii) that such transaction or listing shall be acceptable to Shareholders holding a majority of the Series A Shares. “ Register”, “ Registered”, and “ Registration” means a registration of securities effected by preparing and filing a registration statement on Form F1, S1, SB2, F3 or S3 in pliance with the Securities Act, or on any parable form in connection with a registration in a jurisdiction other than the United States (a “ Registration Statement”), and the declaration or ordering of the effectiveness of that Registration Statement by the Commission. “ Registrable Securities” means all Ordinary Shares not previously sold to the public but issued or issuable to the Investors including: (a) Ordinary Shares issuable upon conversion or exercise of any of the Preferred Shares。 7. SIG China Investments One, Ltd., an exempted pany incorporated in the Cayman Islands (“ SIG”)。 5. LI Hong (PRC ID No. 510202196807080920)。 3. Chongqing Growing Rich Country Style Cooking Management Co., Ltd. a wholly foreignowned enterprise registered in Chongqing, PRC (the “ WFOE”)。 Stop Transfer Instructions 34 19. Covenants 34 20. Board Committees 39 21. Miscellaneous 40 22. Confidentiality and Announcements 43 i EXECUTION COPY COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS’ AGREEMENT THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of September 27, 2020, by and among: 1. Country Style Cooking Restaurant Chain Co., Ltd. an exempted pany incorporated under the laws of the Cayman Islands (the “ Company”)。 Covenants and Undertakings