NOTE: THIS DRAFT AGREEMENT INCLUDES INITIAL TERMS PROPOSED BY UNIONPAY.

THIS IS A
DRAFT ONLY. ALL TERMS MUST BE APPROVED BY THE SENIOR MANAGEMENT TEAM AT UNIONPAY.
DELETE THIS PRIOR TO EXECUTION.

DATED [ ]

UNIONPAY INTERNATIONAL CO., LTD.

- and -

[ ]

NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into and
executed on [ ] (the “Effective Date”) by and between:

UNIONPAY INTERNATIONAL CO., LTD., a company incorporated and existing under

the laws of the People’s Republic of China (“PRC”) with its registered office at Floor 2-7,
No.6 Dongfang Road, Pudong New Area, 200120, Shanghai, PRC (“UPI”),

and

[ ], a company established under the laws of [ ] with company number [ ] and its
registered office at [ ], (hereinafter referred to as “[ ]”).

UPI and [ ] shall be individually as the “Party” and collectively referred to as the
“Parties”.

WHEREAS the Parties wish to enter into discussions and negotiations concerning the
possible establishment of a business relationship for the purpose of [ ] (the “Proposed
Project”),

WHEREAS in pursuance of this Purpose, each Party may be required to disclose and/or
allow access to its Confidential Information (defined hereinafter) to the other Party, and

WHERAS the Parties agree to be bound by the confidentiality obligations recorded

hereunder.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree to as follows:

1. Definition

In addition to the definitions established elsewhere in this Agreement or unless the context
otherwise requires, the following words and expressions shall have the following meanings:

(a) “Affiliate” means any corporation, company or other entity that directly or indirectly
Controls, is Controlled by, or is under common Control with a Party to this
Agreement.

(b) “Control/Controls/Controlled” means own, beneficially or of record, the majority of

the voting securities of the other company or directly or indirectly has the ability to
appoint or remove a majority of the directors of the other company.

(c) “Confidential Information” means all and any information about the policies,
processes, plans, intentions, finances, product and service information, inventions
(whether patentable or not), know-how, designs, trade secrets, software, market
opportunities, customer list, price list, methods of operation, contractual arrangements,
personnel information or other proprietary matters concerning the business, operations

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 or affairs of or relating to the Party disclosing such information in pursuant to this
Agreement (the “Disclosing Party”) to the other Party hereto (the “Receiving Party”)
(no matter whether such information is disclosed by oral, in writing, electronic or
other form, whether tangible or otherwise or whether or not marked in writing as
“confidential”) and any analyses, compilations, studies or documents which
summarize such information prepared by the Receiving Party or disclosed from time
to time by the Disclosing Party’s Representatives in connection with, in relation to
and/or arising out of this Agreement. Confidential Information shall also include such
information or material proprietary to any of the Disclosing Party’s subsidiaries,
associates and/or Affiliates which the Receiving Party may obtain, receive and or have
access to in connection with, in relation to and/or arising out of this Agreement.

It is clarified that the manner of disclosure of any information shall not render such
information as non-confidential. It is further clarified that Confidential Information
shall include any information disclosed prior to the Effective Date.

(d) “Representative” means as to a Party’s Affiliates, its directors, officers, employees,

agents and advisors (including, without limitation, financial advisors, financing
sources, attorneys, accountants and their respective Representatives).

(e) “Personal Data” means any information that identifies or could reasonably be used to
identify any individuals (or as otherwise specified by Applicable Law) related to this
Agreement, including but not limited to transaction-related personal data and the
contact information of persons at UPI and 【 】.

(f) “UnionPay Card” means a card, including but not limited to magnetic stripe card,
chip card, magnetic and chip hybrid card or similar financial instrument, which is used
for cash withdrawal and/or payment for purchased goods or services, with UnionPay
Mark on the card face or card back.

(g) “UnionPay Mark” means all and any trademarks and/or marks which are possessed
or owned, registered or unregistered, by CUP and/or UPI, including but not limited to
the marks of “UnionPay”, “Quick Pass”, UnionPay holographic anti-counterfeiting
marks, the characters “ 银 联 ” , artistic forms of “UnionPay”, micro-printings of the
marks and other word marks and/or logo words as well as any other marks, unique
combination or words, unique stylized formats, and/or logo words/marks used by CUP
and/or UPI related to UnionPay Card transactions and UPI promotions.

2. Non-Disclosure and Limited Use

2.1 Without the written consent of the Disclosing Party and except as otherwise required
by applicable law, the Receiving Party shall keep, and shall cause its Representatives
to keep, all Confidential Information confidential and shall not disclose or reveal, and
shall cause its Representatives not to disclose or reveal, in any manner whatsoever, in
whole or in part, any Confidential Information to any person, other than to its
Representatives who are actively and directly participating in its evaluation of the
Proposed Project.

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2.2 Each Party shall inform all of its respective Representatives and shall cause its
respective Representatives to inform their Representatives who receive Confidential
Information hereunder of the confidential nature of such information and the Proposed
Project, as well as the terms of this Agreement. The Receiving Party shall not, and
shall cause its Representatives to not, use any Confidential Information for any
purpose other than to evaluate the Proposed Project or in connection with the
consummation of the Proposed Project. Each Party shall be responsible for any breach
of the terms of this Agreement by it or its Representatives.

3 Exclusion

3.1 Notwithstanding clause 2 above, the obligation of confidentiality under the Agreement
does not extend to the information that the time of its disclosure by the Disclosing
Party to the Receiving Party or after the disclosure (regardless before or after the date
hereof):

i. which becomes publicly known or available through no act or failure on the

part of the Receiving Party;

ii. which is actually known to the Receiving Party prior to the time of receipt of
such Confidential Information;

iii. which is furnished to the Receiving Party by a third party who has rightfully
obtained the Confidential Information without restriction on disclosure;

iv. which is independently developed by the Receiving Party without use or

reference to the Confidential Information of Disclosing Party that does not
otherwise contravene the terms and provisions of this Agreement;

v. which the Receiving Party is by law, order of a court of competent jurisdiction,

or other legal compulsion required to disclose, including but not limited to
provision of information required by recognized stock exchange, regulation,
governmental or regulatory body etc.; and

vi. which is disclosed by the Receiving Party with the prior written approval of the
Disclosing Party.

In the event of disclosure of the Confidential Information required pursuant to

subparagraph v, the Receiving Party shall provide the Disclosing Party with
reasonable prior notice of any such requirement or proceeding (unless prohibited by
law) so that the Receiving Party as well as the Disclosing Party may see an appropriate
protective order, or the Disclosing Party may waive compliance with the provision of
this Agreement.

3.2 The burden of proof for the exclusion to the obligation of confidentiality as provided
in clause 3.1 hereof shall lie on the Receiving Party.

4 Degree of Care

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4.1 The Receiving Party shall take the same degree of care that it uses to protect its own
confidential information of similar nature and importance (but in no event less than
reasonable care) to protect the confidentiality and avoid the use, disclosure,
publication or dissemination of the Confidential Information of the Disclosing Party.

4.2 The Receiving Party may copy and reproduce Confidential Information solely for the
purpose of the Proposed Project provided that (i) the number of such copies and
reproductions do not exceed the number which is necessary of the purpose of the
Proposed Project and (ii) the Receiving Party applies the same level of confidentiality
to such copies and reproductions as it applies to the originals.

4.3 The Receiving Party shall notify the Disclosing Party in writing of any misuse or
misappropriation of the Confidential Information by any person of which it may
become aware.

4.4 The Receiving Party shall not use Confidential Information for any purpose or in any
manner that would constitute a violation of any applicable laws and regulations.

5 Ownership

All Confidential Information (including but not limited to all copies, extracts and
portions thereof) is and shall remain the sole property of the Disclosing Party. The
Receiving Party does not acquire (by license or otherwise, whether express or implied)
any intellectual property rights or other rights under this Agreement or any disclosure
hereunder. All rights relation to the Confidential Information that are not expressly
granted hereunder to the Receiving Party are reserved and retained by the Disclosing
Party.

6 Warranties and Representations

Each Party makes the following warranties and represents to the other Party as of the
Effective Date, each and all of which shall be deemed to be restated and remade on
each day this Agreement is in effect:

i. It is duly organized, validly existing, and in good standing as a corporation or

other entity as represented herein under the laws of its jurisdiction of
incorporation or organization;

ii. It has the full right, power, and authority to enter into this Agreement and to
perform its obligations hereunder;

iii. The execution of this Agreement by its representative whose signature is set
forth at the end hereof has been duly authorized by all necessary action of the
Party;

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 iv. No legal proceedings are pending or threatened against such Party before any
court, tribunal or authority which do or may restrain or enjoin such Party’s
performance or observance of the terms and conditions of this Agreement; and

v. Neither the execution and delivery of this Agreement nor the performance of
the Proposed Project and obligations contemplated hereby with any of the
provisions of this Agreement will: (i) violate or conflict with, any provision of
its respective agreement and articles of association, or any applicable law, or
any order, judgment, decree or injunction of any court of law; or (ii) violate, or
conflict with, or result in a breach of any provision or constitute a default or an
event that would become a default, under any agreement, contract,
arrangement to which such Party is a party or by which it is bound.

7 No Representations or Warranties Regarding the Confidential Information

Except as otherwise agreed by the Disclosing Party, the Disclosing Party does not
make any representation or warranty, whether implied or explicit, as to the accuracy or
completeness of Confidential Information, and shall not be under any liability to the
Receiving Party resulting from any use of Confidential Information and has no
obligation to provide the Receiving Party with access to any additional information or
to update or correct any inaccuracies in Confidential Information.

Notwithstanding the above provisions, the Disclosing Party undertakes, when

providing or disclosing Confidential Information, to the Receiving Party, that it will
not deliberately or as the effect of gross negligence mislead the Receiving Party and
that it will not provide or disclose knowingly untrue information. The Disclosing Party
shall make reasonable commercial efforts to provide the Receiving Party with the
complete and accurate information which it believes to be relevant and reliable.

8 Remedies

The Receiving Party agrees that its obligations hereunder are necessary and reasonable
in order to protect the Disclosing Party, and expressly agrees that monetary damages
would be inadequate to compensate the Disclosing Party for any breach of any
covenant or agreement set forth herein. Accordingly, the Receiving Party agrees and
acknowledges that any such violation or threatened violation will cause irreparable
injury to the Disclosing Party and that, in addition to any other remedies that may be
available, in law, in equity or otherwise, the Disclosing Party shall be entitled to obtain
injunctive relief against the threatened breach of this Agreement or the continuation of
any such breach, without the necessity of proving actual damages or posting any bond.

9 Return of Material

Subject to applicable laws and regulations, the Receiving Party shall promptly, not
later than five (5) calendar days receiving a written request from the Disclosing Party,
return all Confidential Information of the Disclosing Party that are furnished to the
Receiving Party, or at the Disclosing Party’s discretion, destroy all Confidential
Information of the Disclosing Party that are furnished to the Receiving Party, and all

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 copies (whether in hard-copy form or on intangible media, such as electronic mail or
computer files) thereof, upon the earlier of (i) the Disclosing Party’s request for return
of the Confidential Information; or (ii) the termination of this Agreement. If the
Disclosing Party opts to have the Confidential Information destroyed by the Receiving
Party, the Receiving Party shall provide the Disclosing Party with a written
confirmation of such destroy within a reasonable period.

Notwithstanding the return or destruction of any Confidential Information, both

Parties will continue to be bound by their obligations of confidentiality and other
obligations hereunder for the term of this Agreement, except as otherwise specifically
provided herein.

10 Notices

10.1 Unless otherwise agreed to in writing by the Parties, any notice, claim, demand,
document or other communication to be given under this Agreement (collectively
“Communication”) shall be in writing and delivered by certified mail, email, fax or
personal delivery. In each case it shall be marked for the attention of the relevant Party
set out in clause 10.2 (or otherwise notified from time under this Agreement). Unless
there is evidence that it was received earlier, any notice given shall be deemed duly
and effectively received:

i. if sent by fax, in which case it shall be deemed to have been given upon the
sender receiving a report of satisfactory transmission printed out by the
sending facsimile machine.

ii. if sent by certified mail, ten (10) calendar days after the date of dispatch.

iii. if sent by personal delivery, in which case is shall be deemed to have been
given upon delivery at the relevant address.

iv. if sent by email, at the time of transmission should there be no error message
received by the sender.

10.2 The contact information of the Parties for the purpose of clause 10.1 are as follows:

UnionPay International Co., Ltd.

Attention: [ ]
Address: [ ]
Facsimile Number: [ ]
E-Mail Address: [ ]

[ ]
Attention: [ ]
Address: [ ]
Facsimile Number: [ ]
E-Mail Address: [ ]

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10.3 Either Party hereto shall promptly notify the other Party of any change to any of its
contact information.

11 Term

11.1 This Agreement shall take effect on the date of signing, for a period of five (5) years.

11.2 The Agreement shall be terminated when:

i. both Parties mutually agree to terminate this Agreement; or

ii. either Party gives to the other Party not less than one (1) month prior written
notice of terminating the Agreement and such notice is delivered to the other
Party as set forth under clause 10.

11.3 Upon the termination of this Agreement for any reason, each Party’s obligations
hereunder with respect to Confidential Information received prior to such termination
shall continue for a period of five (5) years after the date of such termination.

12 Data Privacy

12.1 Where one Party receives any Personal Data from the other Party, both Parties shall
comply with the applicable data protection laws. Each Party hereby consents to the other that
they may use Personal Data related to this Agreement for performance of this Agreement and
cross-border transfer of such. Each Party hereby guarantees that Personal Data provided to the
other Party shall be provided legally. The Personal Data shall only be used for the purposes of
this Agreement and shall be processed and disclosed in accordance with applicable data
protection laws.

12.2 In fulfilment of its obligations under the applicable data protection law, both Parties shall
each have proper security measures and systems in place to ensure Personal Data is collected,
stored, transferred and disclosed appropriately and comply with relevant data security rules.

12.3 Each Party must, and must ensure its agents, partners and sub-contractors comply with
the all the provisions set out within this Article whenever they are processing Personal Data
as part of this Agreement.

13 Governing Law and Dispute Resolution

13.1 This Agreement and any non-contractual obligations arising out of it shall be governed
by and construed in accordance with the laws of Hong Kong Special Administrative
Region.

13.2 Both Parties shall make every reasonable effort to resolve any dispute claim, difference
or controversy arising out of, relating to or having any connection with this
Agreement, including any dispute as to its existence, validity, interpretation,

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 performance, breach or termination or the consequences of its nullity and any dispute
relating to any non-contractual obligations arising out of or in connection with it (for
the purpose of this clause, a “Dispute”) which may arise under or in connection with
this Agreement through amicable consultation. The consultation starts immediately
after a Party sends to the other Party an express written notice requesting such
consultation. The Party sending the written notice must endeavour in good faith to set
out all the issues constituting the Dispute and allow the other Party a chance to
respond.

13.3 The other Party shall have sixty (60) days from the receipt of the written notice
mentioned in clause to respond in writing to the request for consultation and the
issues stated therein. The other Party may request for a physical meeting between the
Parties’ various representatives in order to resolve any dispute and such a meeting
must be held within thirty (30) days from the response to the written notice.

13.4 If the Dispute is not resolved within ninety (90) days from sending of the response
mentioned in clause , then either Party may submit the Dispute to arbitration to the
Hong Kong International Arbitration Centre (“HKIAC”) utilizing such HKIAC rules
then in effect. The seat of arbitration shall be in Hong Kong and such proceeding shall
be conducted in English. The number of arbitrators shall be three (3) with each Party
selecting one arbitrator and the third being appointed by HKIAC.

13.5 The arbitration award shall be final and binding upon both Parties, and the Parties agree
to be bound thereby and to act accordingly. The costs of arbitration shall be borne by
the losing Party.

13.6 During the arbitration proceedings, this Agreement shall remain in full force and effect
in all aspects except for the matter under arbitration. Both Parties shall continue to
perform their obligations under this Agreement, except for those obligations involved
in the matter under dispute.

14. Miscellaneous

14.1 This Agreement, the schedules and appendix (if any) hereto, constitute the entire
agreement of the Parties with respect to the subject matter hereof and supersede all
existing agreements and any other oral, written or other communications between them
concerning its subject matter.

14.2 Neither Party may assign this Agreement or any rights arising hereunder to any other
person or entity without the prior written consent of the other Party.

14.3 Any amendment of any clauses of this Agreement shall only be effective if made in
writing and such amendment is signed by both Parties.

14.4 If any provision of this Agreement (or any portion thereof) shall be held to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remainder of this
Agreement shall not in any way be affected or impaired thereby.

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14.5 The respective rights of the Parties (whether arising under this Agreement or under the
applicable laws) shall not be capable of being waived or varied otherwise than by an
express waiver or variation in writing; and in particular any failure to exercise or any
delay in exercising any of such rights shall not operate as a waiver or variation of that
or any other such right; any defective or partial exercise of any of such right shall not
preclude any other or further exercise of that or any other such right; and no act or
course of conduct or negotiation on the part of either Party shall preclude them from
exercising any such right or constitute a suspension or variation of such right.

14.6 Each Party shall, upon request by the other, provide such further assurances and
undertake such further acts as may be reasonably necessary or appropriate to give
effect to the terms of this Agreement.

14.7 In the event that there is any conflict between the Agreement and its schedules or
appendix (if any), the content of this Agreement shall prevail.

14.8 This Agreement shall not constitute both Parties as joint venture partner, employee,
agent, and representative of or with the other for any purpose whatsoever.

14.9 No provisions of this Agreement shall be construed to confer any rights or benefits on
any person not a party to this Agreement or a permitted assignee of a party to this
Agreement.

14.10 This Agreement may be executed in four (4) counterparts, each of which when so
executed and delivered shall be an original, but both the counterparts shall together
constitute one and the same Agreement.

(The remainder of this page is intentionally left blank.)

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IN WITNESS WHEREOF this Agreement has been executed and delivered by the duly
authorized representatives as of the day and year first above written.

SIGNED for and on behalf of SIGNED for and on behalf of

UnionPay International Co., Ltd. [ ]

_________________________ _________________________
By [ ] By [ ]

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