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4 (ii) the Target Company, CardioFlow BVI, CardioFlow HK, MP CardioFlow, the Controlling Shareholder, Chenxue Investment, the Series B Investors and the Series C Investor shall enter into the Share Purchase Agreement, pursuant to which, among others, (a) the Target Company shall issue 6,661,901 ordinary shares of the Target Company to entit(ies) designated by Chenxue Investment (the Chenxue Entity );

and (b) the Target Company shall issue a total of 24,212,383 preferred shares of the Target Company (the Series B Shares ) to the Series B Investors in the amount as set forth below: Number of Shares in the Target Company to be Issued Shanghai Huahao 9,584,052 CICC Kangrui 9,079,611 Huatai Ruihe 3,026,535 SDIC Chuanghe 2,522,185 For each Series B Investor, its consideration payable for the issuance of Series B Shares (the Series B Investor Consideration ) equals to the consideration paid by it (or its controlling shareholder) for its respective Series B Investment, which shall be exchanged from RMB into US Dollars at the reference rate permitted under the Overseas Approval. The preferred shares of the Target Company shall be convertible, at the option of the holder thereof, at any time after the original issue date into certain number of fully paid and non-assessable ordinary shares of the Target Company. The initial conversion ratio for preferred shares of the Target Company to ordinary share of the Target Company shall be 1:1 as of the date of adoption of the Restated Memorandum and Articles and shall be adjusted from time to time for any split, reverse split, subdivision, combination, reclassification, share dividend, extraordinary cash dividend or other similar actions affecting the Target Company'

s outstanding ordinary shares. (iii) On the date or the second business day to the date of issue of Series B Shares, CardioFlow HK shall enter into agreements to acquire from each of the Original Series B Investor, at the consideration equaling to its (or its subs........