(Execution Version)

Dated 26 March 2025

China Partytime Culture Holdings Limited

(中国派对文化控股有限公司)

(the “Isuer”)

AND

PM PARTNERS I LP

(the “Subscriber”)

WARANT SUBSCRIPTION AGREMENT

Suites 3203-3207, 32/F., Edinburgh Tower,

The Landmark,

15 Quen’s Road Central,

Hong Kong

(Execution Version)

TABLE OF CONTENTS

WARANT SUBSCRIPTION AGREMENT . 1

1. INTERPRETATION . 4

2. SUBSCRIPTION FOR AND ISUE OF THE WARANT . 13

3. CONDITIONS PRECEDENT . 14

4. COMPLETION . 15

5. ISUER’S WARANTIES AND UNDERTAKINGS . 17

6. SUBSCRIBER’S WARANTIES AND UNDERTAKINGS . 19

7. LIMITATION OF LIABILITY . 20

8. TERMINATION . 20

9. NOTICES. 21

10. COSTS AND EXPENSES . 22

11. ANOUNCEMENTS . 23

12. CONFIDENTIALITY . 23

13. FURTHER ASURANCE . 24

14. LANGUAGE . 24

15. FORCE MAJEURE . 24

16. GENERAL PROVISIONS . 24

17. COUNTERPARTS . 26

18. GOVERNING LAW AND JURISDICTION . 26

EXECUTION PAGE OF THE WARANT SUBSCRIPTION AGREMENT . 27

SCHEDULE 1: ISUER’S WARANTIES . 28

1. CORPORATE INFORMATION AND SECURITIES . 28

2. COMPLIANCE AND AUTHORISATION . 29

3. SOLVENCY . 30

4. FINANCIAL, ACOUNTS AND TAXATION . 30

5. CONSEQUENCE OF THE ISUE OF WARANT . 31

APENDIX 1: WARANT INSTRUMENT . 33

WARANT INSTRUMENT . 33

1. INTERPRETATION . 35

2. GRANT OF RIGHTS TO SUBSCRIBE . 42

3. STATUS . 42

4. FORM, DENOMINATION AND TITLE . 42

5. TRANSFERABILITY OF WARANT; ISUE OF WARANT CERTIFICATE . 42

(Execution Version)

6. EXERCISE . 44

7. UNDERTAKINGS . 55

8. LAPSE AND CANCELATION . 56

9. MODIFICATION . 56

10. METINGS OF WARANTHOLDERS . 57

11. VOTING AND OTHER RIGHTS . 57

12. REPLACEMENT OF WARANT CERTIFICATE . 57

13. FURTHER ISUES . 57

14. NOTICES. 57

15. SEVERABILITY . 57

16. THIRD PARTY RIGHTS . 57

17. GOVERNING LAW AND JURISDICTION . 58

EXECUTION PAGE OF THE WARANT INSTRUMENT . 59

Schedule 1: FORM OF WARANT CERTIFICATE . 60

Schedule 2: FORM OF EXERCISE NOTICE . 61

Schedule 3: FORM OF TRANSFER . 64

Schedule 4: PROVISIONS FOR METINGS OF THE WARANTHOLDERS . 65

(Execution Version)

THIS AGREMENT (the “Agrement”) is made on 26 March 2025:

BETWEN:

1. China Partytime Culture Holdings Limited (中国派对文化控股有限公司), an exempted

company incorporated in the Cayman Islands, whose registered adres is at Windward 3, Regata

Ofice Park, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands and whose shares are listed on

the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1532) (the “Isuer”); and

2. PM PARTNERS I LP (acting through its general partner, PM PARTNERS GP I LIMITED, a company

incorporated in the British Virgin Islands with company number 2069118), a limited partnership

registered in the British Virgin Islands with limited partnership number LP2451 and having its

registered ofice at Jayla Place, 2nd Flor, Road Town, Tortola VG1110, British Virgin Islands (the

“Subscriber”).

WHEREAS:

(A) The Isuer is an exempted company incorporated in the Cayman Islands and, as at the date of

this Agrement, has 1,773,263,120 Shares (as defined in Clause 1.1 below) in isue, and the

Shares are listed on the Main Board of the Stock Exchange (as defined in Clause 1.1 below).

(B) The Isuer intends to obtain aproval from the Shareholders at the EGM (as defined in Clause

1.1 below) in respect of the isuance of the Warant (as defined in Clause 1.1 below) and the

Warant Shares (as defined in Clause 1.1 below), pursuant to which, among other things, a

specific mandate wil be sought for the Directors (as defined in Clause 1.1 below) to alot and

isue the Warant and the Warant Shares, subject to the terms and conditions of this Agrement

and the Warant Instrument (as defined in Clause 1.1 below).

to the terms and conditions of this Agrement and the Warant Instrument.

(D) The Isuer has agred to isue, and the Subscriber has agred to subscribe for, the Warant

subject to the terms and conditions of this Agrement.

IT IS AGRED as folows:

1. INTERPRETATION

1.1 In this Agrement, the folowing terms and expresions have the folowing meanings:

“Authorisation” means any license, permit, consent, authorisation, resolution,

exemption, filing, notarisation, variation, registration,

permision, clearance or aproval of any Authority or any other

person;

“Authority”

means: (a) any national, federal, provincial, regional, state,

county, municipal, local or foreign government or any entity

exercising executive, legislative, judicial, regulatory, taxing or

administrative functions of or pertaining to government

(Execution Version)

(including the Stock Exchange); (b) any agency, division,

bureau, department or other political subdivision of any

government, entity or organisation described in the foregoing

paragraph (a) of this definition; (c) any company, busines,

enterprise or other entity owned, in whole or in part, or

Controled by any government, entity, organisation or other

person described in the foregoing paragraphs (a) or (b) of this

definition;

“Board”

means the board of Directors;

“Busines Day” means a day, other than a Saturday, Sunday or public holiday,

on which banks are open for general busines in (unles

otherwise stated) Hong Kong (other than a day on which a

tropical cyclone warning No. 8 or above or a “black rainstorm

warning signal” is hoisted or remains hoisted in Hong Kong at

any time betwen 9:00 am and 5:00 pm);

“Closing Acount” has the meaning given to it in Clause 4.4;

“Completion”

means the completion of the subscription for and isuance of the

Warant in acordance with this Agrement;

“Completion Date” means the date for Completion, within ten (10) Busines Day

after the last Condition Precedent is satisfied or waived in

acordance with this Agrement (other than any Condition

Precedent which is expresed to be fulfiled on or as at the

Completion Date, but subject to the fulfilment or waiver of such

Condition Precedent), or such other date as the Parties may

agre in writing;

“Conditions

Precedent”

means the conditions precedent set forth in Clause 3;

“Confidential

Information”

has the meaning given to it in Clause 12.1;

“Constitution” means, at any time, the memorandum of asociation and articles

of asociation of the Isuer at that time;

“Control” means:

(a) in relation to a corporate person: (i) direct or indirect

ownership or control of more than 30% of the

outstanding voting securities of such corporate person;

(i) the ability to apoint or remove more than one-third

of the directors of the board (or equivalent governing

body) of such person; (i) the right to control the votes

at a meting of the board of directors (or equivalent

governing body) of such person; or (iv) the ability to

(Execution Version)

direct or cause the direction of the management and

policies of such person (whether by contract or

howsoever arising); or

(b) in relation to a non-corporate person: (i) direct or

indirect ownership or control of a comparable voting

interest (as set forth in paragraph (a) above) for such

person; (i) the ability to direct or cause the direction of

the management and policies of such person (whether

by contract or howsoever arising); or (i) the

operational or practical control of such person,

and the terms “Controls”, “Controling” and “Controled”

shal be construed acordingly;

“Director” means a director of the Isuer;

“Disclosed” means, in respect of any fact, mater, or circumstance, that such

fact, mater, or circumstance that has ben disclosed:

(a) in writing to the Subscriber and/or in the documents and

writen responses provided to the Subscriber during the

due diligence proces prior to the date of this

Agrement;

(b) in the Disclosure Documents made by the Isuer up to

the date of this Agrement; or

by or on behalf of the Isuer with the Authority;

“Disclosure

Document(s)”

means al the reports, anouncement, circular, notices and any

other documents published by the Company on the website of

the Stock Exchange (w.hkexnews.hk) up to the Completion

Date;

“EGM” means an extraordinary general meting of the Shareholders

duly convened and held in acordance with the Constitution;

“Encumbrance” means any lien, pledge, encumbrance, charge (fixed or floating),

mortgage, third party claim, debenture, option, right of pre-

emption, right to acquire, asignment by way of security, trust

arangement for the purpose of providing security or other

security interests of any kind securing any obligation of any

person or any agrement or arangement having a similar efect,

and “Encumber” shal be construed acordingly;

“Exercise

Condition(s)”

has the meaning given to it in the Warant Instrument;

(Execution Version)

“Exercise Price”

has the meaning given to it in the Warant Instrument;

“Financial

Statements”

means the audited consolidated financial statements of the

Group for the year ended 31 December 2023 (the “Balance

Shet Date”);

“Force Majeure

Event(s)”

means any event, circumstance, or condition beyond the

reasonable control of the Isuer or the Group that materialy and

adversely afects the ability of the Isuer or the Group to

perform their obligations under this Agrement or any Warant

Document, including but not limited to:

(a) acts of God, including earthquakes, storms, flods, or

other natural disasters;

(b) war, hostilities (whether war is declared or not), acts of

terorism, riots, or civil comotion;

disease;

(d) governmental actions, restrictions, regulations, or

orders, including trade embargoes or export/import

restrictions;

(e) labor strikes, lockouts, or other industrial actions;

(f) interuptions or failures of utility services,

telecomunications, or transportation networks; and

(g) any other event or circumstance beyond the reasonable

control of the Isuer or the Group;

“Group”

means the Isuer and its Subsidiaries, and “member of the

Group” shal be construed acordingly;

“HK$” or “HKD” means Hong Kong dolars, the lawful curency of Hong Kong;

“HKFRS”

means the Hong Kong Financial Reporting Standards isued by

the Hong Kong Institute of Certified Public Acountants;

“Hong Kong”

means the Hong Kong Special Administrative Region of the

PRC;

“Interim

Statements”

means the unaudited consolidated financial statements of the

Group for the six-month period ended 30 June 2024 (the

“Interim Balance Date”);

“Isuer’s

Waranties”

means the representations, waranties and undertakings

contained in Clause 5 and Schedule 1, and “Isuer’s Waranty”

(Execution Version)

means any one of them;

“Law” means al civil, criminal and comon law, statute, subordinate

legislation, treaty, regulation, directive, decision, by-law,

ordinance, circular, code, order, notice, demand, decre,

injunction, resolution or judgment of any Authority (including

the Listing Rules): (a) as to any person, in each case aplicable

to or binding upon such person or any of its property (or which

such person or any of its property is subject); or (b) aplicable

to any or al of the transactions contemplated or refered to in

this Agrement;

“Listing Rules”

means the Rules Governing the Listing of Securities on the

Stock Exchange;

“Long Stop Date”

means 30 June 2025 (or such later date as the Isuer and the

Subscriber may agre in writing from time to time);

“Loses”

means, with respect to any individual or entity, any and al

actions, claims, loses, liabilities, Taxes, damages (including

fines, penalties and administrative, criminal or civil judgments

and setlements), costs (including court costs and the costs of

retaining expert witneses), expenses (including reasonable

atorneys’, acountants’ and consultants’ fes), disbursements,

diminution in value, penalty or setlement of any kind or nature,

including: (a) any Taxes that may be payable by such individual

or entity by reason of the indemnification of any Los; and (b)

any sum of required deduction or witholding from a payment

to such individual or entity by reason of the indemnification of

any Los;

“Material Adverse

Change”

means any change, efect, event, ocurence, or state of facts, or

any combination thereof (each, a “Change”), that has resulted

in or could reasonably be expected to result in a material adverse

efect on:

(a) the busines, operations, properties, asets (tangible or

intangible), liabilities (including contingent liabilities),

earnings, results of operations, or financial condition of

the Group, taken as a whole, provided that such Change

results in a financial impact to the Group exceding

HK$20 milion; or

(b) the ability of the Isuer to perform its material

obligations under any Warant Document, provided that

such Change materialy and adversely afects the

enforceability, validity, or comercial benefits of the

Warant.

(Execution Version)

For the avoidance of doubt, no Change shal constitute a

Material Adverse Change to the extent it arises out of or results

from:

(1) any Force Majeure Event (as defined herein)

, political, or market conditions

(including changes in interest or exchange rates or

fluctuations in securities markets), except where such

conditions have a disproportionate and material adverse

impact on the Group compared to other participants in

the same industry;

(3) changes afecting the industry in which the Group

operates, except where such changes have a

disproportionate and material adverse impact on the

Group compared to other participants in the same

industry;

, regulations, or acounting

standards, except where such changes have a

disproportionate and material adverse impact on the

Group; and

(5) any mater or circumstance that was Disclosed (as

defined in this Agrement) to the Subscriber prior to the

date of this Agrement;

“Party”

means a party to this Agrement, and “Parties” means both of

them;

“PRC”

means the People’s Republic of China (for the sole purpose of

any of the Warant Document, excludes Hong Kong, Macau

Special Administrative Region of the PRC and Taiwan region);

“Register of

Warantholders”

means the register of Warantholders

“Share Option

Scheme”

means the Isuer’s share option schemes adopted pursuant to a

writen resolution of al the shareholders of the Company on 7

August 2015, details of which are set out in the Financial

Statements;

“Share Option(s)”

the share options granted to eligible participants under the Share

Option Scheme;

“Shareholder”

means a holder of any Shares, whose name is entered on the

“Shares”

means the ordinary shares with a par value of HK$0.01 each in

the share capital of the Isuer;

(Execution Version)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“Subscription”

means the subscription of the Warant in acordance with this

Agrement;

“Subscription

Price”

means HK$1.00

“Surviving

Provisions”

means Clause 1 (Interpretation), Clause 9 (Notices), Clause 10

(Costs and Expenses), Clause 11 (Anouncements), Clause 12

(Confidentiality), Clause 14 (Language), Clause 16 (General

Provisions), , Clause 17 (Counterparts), Clause 18 (Governing

Law and Jurisdiction);

“Subsidiary” of a controling entity (the “Controling Person”) means:

(a) any corporation of which securities, having by the terms

thereof ordinary voting power to elect a majority of the

board of directors of such corporation (irespective of

whether at the time shares of any other clas or clases

of such corporation might have voting power by reason

of the hapening of any contingency, unles the

contingency has ocured and then only for as long as it

continues), are at the time directly, indirectly or

beneficialy owned or controled by the Controling

Person (or one or more of its Subsidiaries);

(b) any partnership of which the Controling Person (or one

or more of its Subsidiaries): (i) directly, indirectly or

beneficialy owns or controls more than 50% of the

income, capital, beneficial or ownership interest

(however designated) thereof; or (i) is a general

partner, in the case of a limited partnership, or is a

partner that has the authority to bind the partnership in

al other cases; or

capital, beneficial or ownership interest (however

designated) is at the time directly, indirectly or

beneficialy owned or controled by the Controling

Person (or one or more of its Subsidiaries);

“Takeovers Code” means the Hong Kong Code on Takeovers and Mergers isued

by the Securities and Futures Comision of Hong Kong;

“Tax” or “Taxation” means al forms of taxation, duties, levies, imposts and other

similar impositions of any jurisdiction whether central, regional

or local (including corporate income tax, value aded tax, gods

and services tax, personal income tax, witholding tax, import

(Execution Version)

tax, export tax, stamp duty and other transaction or documentary

taxes, social security and state pension contributions, taxes

arising from the ownership of any property or asets, payrol and

employment taxes, taxes arising on the sale, lease, hire, gift or

other disposal of real or personal asets or property, and taxes

of any kind whatsoever), together with any interest and levies

and al penalties, charges, costs and aditions to tax in relation

to any of the foregoing or resulting from failure to comply with

the provisions of any legislation, enactment or other law

relating to the foregoing;

“Tax Authority” means any taxing or other authority competent to impose any

liability in respect of Taxation or responsible for the

administration and/or colection of Taxation or enforcement of

any law in relation to Taxation;

“Warant(s)”

the 354,652,624 detachable and transferable warant(s),

conditionaly upon fulfilment of the Exercise Conditions (as

defined in the Warant Instrument) exercisable for a period of

five (5) years from the date of isue, as constituted by the

Warant Instrument and isued with the benefit of, and subject

to, the terms and conditions set out therein entitling the holder

to subscribe for up to 354,652,624 Shares at the exercise ratio

of 1:1 at the price per Share of HK$0.09;

“Warant

Certificate”

means the certificate isued to the Warantholder in respect of

its registered holding of Warant in the form set out in the

Warant Instrument;

“Warant

Documents”

means:

(a) this Agrement;

(b) the Warant Instrument; and

and any other document relating to the transactions

contemplated in the above documents which may from time to

time be designated as such by the Subscriber and the Isuer

(each, a “Warant Document”);

“Warant

Instrument”

the ded pol to be executed by the Isuer to create and constitute

the Warant in the form set out in Apendix 1;

“Warant

Instrument

Condition(s)”

means the terms and conditions endorsed on the Warant

Instrument and “Warant Instrument Condition” refers to the

relative numbered paragraph of the Warant Instrument

Conditions;

(Execution Version)

“Warant Shares”

has the meaning given to it in Clause 2.2; and

“Warantholder(s)”

has the meaning given to it in the Warant Instrument.

1.2 The expresions “Isuer” and “Subscriber” shal, where the context permits, include their

respective sucesors and permited asigns and any persons deriving title under them.

1.3 In this Agrement, except where the context otherwise requires:

(a) a reference to Clauses, Paragraphs, Schedules, Apendices and Recitals are to the clauses,

paragraphs, and recitals of, and schedules and apendices to, this Agrement;

(b) a reference to this Agrement or to any specified provision of this Agrement are to this

Agrement or provision as in force for the time being (as amended, modified,

suplemented, varied, asigned or novated, from time to time);

which forms part of this Agrement for al purposes;

(d) a reference to a “person” shal be construed so as to include any individual, company,

corporation, joint stock company, body corporate, asociation, trust, joint venture,

partnership, firm, organisation, Authority or any other entity (whether or not having

separate legal personality), its sucesors and asigns;

(e) a reference to writing shal include any mode of reproducing words in a legible and non-

transitory form;

(f) a reference to a time of a day is to Hong Kong time;

(g) a reference to any Hong Kong legal term for any action, remedy, method of judicial

proceding, legal document, legal status, court, oficial or any legal concept or thing shal

in respect of any jurisdiction other than Hong Kong be demed to include what most nearly

aproximates the Hong Kong legal term in that jurisdiction and references to any Hong

Kong statute or enactment shal be demed to include any equivalent or analogous laws or

rules in any other jurisdiction;

(h) a reference to any Law, enactment or Listing Rule includes references to:

, enactment or Listing Rule as re-enacted, amended, extended or aplied

by or under any other enactment (before or after execution of this Agrement);

, enactment or Listing Rule which that Law, enactment or Listing Rule re-

enacts (with or without modification); and

(3) any subordinate legislation made (before or after execution of this Agrement)

under any Law or enactment, as re-enacted, amended, extended or aplied, as

described in sub-paragraph (i) above, or under any Law or enactment refered to

in sub-paragraph (i) above,

except to the extent that any Law, enactment or subordinate legislation made or enacted

(Execution Version)

after the date of this Agrement would create or increase a liability of the Parties under this

Agrement, and “Law” and “enactment” includes any legislation in any jurisdiction;

(i) the Parties acknowledge that they have participated jointly in the negotiation and drafting

of this Agrement and, in the event that a question of interpretation arises (including as to

the intention of the Parties), no presumption or burden of prof shal arise in favour of or

against any Party based on the authorship of any provisions;

(j) words importing the singular include the plural and vice versa, and words importing a

gender include every gender;

(k) headings are included in this Agrement for convenience only and do not afect its

interpretation;

(l) the word “including” shal be construed without limitation;

(m) where any Party undertakes or asumes any obligation in this Agrement, that obligation

is to be construed as requiring the Party concerned to exercise al rights and powers of

control over the afairs of any other person which it is able to exercise (whether directly

or indirectly) in order to secure performance of the obligation; and

(n) any share calculation that makes reference to a specific date shal be apropriately adjusted

to take into acount any bonus share isue, share subdivision, share consolidation or

combination, share split, recapitalisation, reclasification or similar event afecting the

Shares after such date.

2. SUBSCRIPTION FOR AND ISUE OF THE WARANT

2.1 Subject to fulfilment (or, as the case may be, waiver) of the Conditions Precedent, the Isuer shal

isue and deliver the Warant to the Subscriber in acordance with the Warant Instrument, and the

Subscriber shal subscribe for the Warant (fre and clear from al Encumbrances) for the

Subscription Price, on the Completion Date.

2.2 The agregate number of Shares which may be aloted and isued to the holder(s) of the Warant

upon ful exercise of the subscription rights atached to the Warant shal, subject to adjustment

events under the Warant Instrument, be 354,652,624 Shares (the “Warant Shares”) at the

Subscription Price as set out in and subject to the Warant Instrument Conditions.

2.3 The Subscription Price shal be payable by the Subscriber to the Isuer on Completion as provided

in Clause 4.4.

2.4 The Warantholder wil be entitled to the Warant Certificate in the form or substantialy in the

form of that shown in the Warant Instrument.

2.5 The Isuer shal comply with the provisions of the Warant Instrument in al respects and the

Warants shal be held subject to such provisions and Warant Instrument Conditions which shal

be binding upon the Isuer and the Warantholder.

2.6 Without prejudice to the generality of Clause 2.5, the Isuer shal upon exercise of the subscription

rights ataching to the Warant (the right of which shal be strictly subject to the fulfilment of the

Exercise Condition(s), isue and alot the apropriate number of Warant Shares in the form of the

(Execution Version)

Warant Instrument and in acordance with the Warant Instrument Conditions.

2.7 The Warant shal be in registered form, and for this purpose, the Isuer shal maintain the Register

of Warantholders in such place as the Isuer considers apropriate.

2.8 Title to the Warant confers only by registration in the Register of Warantholders. The

Warantholder(s) wil (except as otherwise required by Law) be treated as its absolute owner for

al purposes (regardles of any notice of ownership, trust or any interest in it or any writing on, or

the theft or los of, the certificate isued in respect of it (other than the endorsed form of transfer)

and no person wil be liable for so treating the holder.

3. CONDITIONS PRECEDENT

3.1 The obligations of each Party to efect Completion shal be conditional upon satisfaction or waiver

of the folowing conditions, or their satisfaction subject only to Completion:

(a) Shareholder Aproval: aproval by way of ordinary resolutions at the EGM (by a simple

majority of the votes cast by the Shareholders entitled to vote and present at the EGM (in

person (or if a corporate, by authorised representative) or by proxy) (other than those who

are required by the Stock Exchange and / or the Listing Rules to abstain from voting) in

respect of the isue and alotment of the Warant and the Warant Shares and the granting

of authority to the Board to deal with al related maters and such aproval remaining valid

and efective);

(b) Stock Exchange and Listing Aproval: the Stock Exchange having aproved the Warant

prior to its isue or grant and the Listing Comite of the Stock Exchange having granted

the aproval for the listing of and the permision to deal in al the Warant Shares, and

such aproval remains valid and efective;

Change on or prior to Completion;

(d) Isuer’s Waranties: the Isuer’s Waranties remaining true and acurate in al respects

and not misleading in any respect on the Completion Date, and no event has ocured and

no mater has arisen which would render any of the Isuer’s Waranties untrue, inacurate

or misleading; and

(e) Subscriber’s Waranties: the Subscriber’s Waranties remaining true and acurate in al

respects and not misleading in any respect on the Completion Date, and no event has

ocured and no mater has arisen which would render any of the Subscriber’s Waranties

untrue, inacurate or misleading.

3.2 The Isuer may not waive (in whole or in part, whether conditionaly or unconditionaly) any of the

Conditions Precedent (except for Clauses 3.1(e).

3.3 The Subscriber may waive (in whole or in part, whether conditionaly or unconditionaly) any of

the Conditions Precedent (except for Clauses 3.1(a) and 3.1(b) and 3.1(e).

3.4 The Isuer undertakes to use al reasonable endeavours to ensure that the Conditions Precedent are

fulfiled as son as reasonably practicable after the date of this Agrement (and in any event before

(Execution Version)

the Long Stop Date).

3.5 Each Party shal furnish such information, suply such documents, pay such fes and do al such

acts and things as may be reasonably required by the other Party or any relevant Authority in

conection with the fulfilment of the Conditions Precedent to which it is responsible.

3.6 Without limiting the generality of Clause 3.5, in conection with the Conditions Precedent:

(a) as son as reasonably practicable after the date of signing of this Agrement, the Isuer

shal file, or shal procure the filing of, the notices and aplications necesary to satisfy

such Conditions Precedent;

(b) the Isuer shal use its reasonable endeavours to: (i) prepare, finalise and post a circular to

its Shareholders and/or such other anouncements, documents, notices and

comunications as may be required by aplicable Law (including the Listing Rules) and

the Constitution, in each case, subject to clearance of the same (if required) by the Stock

Exchange, as son as practicable, which shal, amongst other things, convene the EGM to

consider resolutions to be pased by the relevant Shareholders for the purposes set out in

Clause 3.1(a); and (i) hold the EGM as son as practicable;

information and documentary material that may be requested by the Stock Exchange in

conection with such Conditions Precedent; and

(d) each of the Isuer and the Subscriber shal not take (and shal refrain from taking) any

action which may delay, impede or prejudice the satisfaction of such Conditions Precedent.

3.7 The Isuer shal, after being notified in writing by the Stock Exchange that the aproval for the

listing of, and permision to deal in, the Warant Shares has ben granted, give writen notice to the

Subscriber.

3.8 If, at any time, any of the Parties becomes aware of any fact or circumstances that might reasonably

be expected to prevent any Conditions Precedent from being satisfied, it shal promptly inform the

other Party in writing.

3.9 If the Conditions Precedent have not ben fulfiled (or, as the case may be, waived) by the Long

Stop Date, the Parties may (by notice in writing to the other Party) terminate this Agrement

whereupon this Agrement (save and except the Surviving Provisions, which shal survive

termination of this Agrement) shal lapse imediately thereafter and be of no further efect, but

(for the avoidance of doubt) al rights and liabilities of the Parties which have acrued before

termination shal continue to exist.

4. COMPLETION

4.1 Subject to the Conditions Precedent being fulfiled (or, as the case may be, waived by the relevant

Party(ies), Completion shal take place virtualy by the exchange of documents and signatures

(including electronic signatures) via email (the email adreses of which are provided in Clause 9

of this Agrement) at 5 p.m on the Completion Date (or at such other time or date as the Parties

may agre in writing). For the purposes of this Clause, Completion shal be demed to ocur when

al actions and deliverables required to be performed or delivered at Completion under this

Agrement have ben duly completed or delivered in acordance with the terms of this Agrement.

(Execution Version)

4.2 At or before Completion, the Isuer shal procure that resolutions of the Board are pased in

acordance with the Constitution at which the execution of each Warant Document to which the

Isuer is a party and the performance by the Isuer of its obligations under such Warant Documents

is aproved and/or ratified.

4.3 At Completion, al (but not some only, unles the Subscriber so agres) of the folowing busines

shal be transacted:

(a) the Isuer shal isue the Warant to the Subscriber fre and clear of al Encumbrances and

(b) the Isuer shal deliver to the Subscriber, each in form and substance to the reasonable

satisfaction of the Subscriber, the folowing completion deliverables (which shal initialy

be delivered electronicaly via email in PDF format. For the purposes of this Agrement,

the delivery of electronicaly executed documents shal constitute valid and efective

delivery at Completion):

(i) a certified true copy of the Board resolutions aproving and/or ratifying the

maters below:

, and the transactions contemplated by, the Warant

Documents to which it is a party and resolving that the Isuer executes the

Warant Documents to which it is a party;

(2) authorising a specified person or persons to execute the Warant

Documents to which it is a party on its behalf; and

, on behalf of the Isuer, to sign,

execute and/or despatch al documents and notices to be signed, executed

and/or despatched by it under or in conection with any Warant

Documents to which the Isuer is a party;

(i) a certified true copy of the Register of Warantholders, reflecting ownership of the

Warant by the Subscriber;

(i) a copy of the aproval from the Stock Exchange for the listing of, and permision

to deal in, al the Warant Shares;

(iv) the executed copies of the folowing documents:

; and

(2) the Warant Certificate.

4.4 Within five (5) Busines Days folowing Completion, the Isuer shal deliver the original executed

copies of the documents listed in Clause 4.3, along with any other original documents required to

be delivered under this Agrement, to the Subscriber by a secure and reliable method of delivery,

such as registered post, courier, or other agred means. The Isuer shal provide the Subscriber with

a tracking reference or prof of despatch upon sending the documents.

(Execution Version)

4.5 At Completion, the Subscriber shal:

(a) provide a certified true copy of the writen resolutions of the general partner of the Subscriber,

duly pased, aproving the terms of the Warant Documents, the subscription of the Warant,

and authorizing specific individuals to execute and deliver the Warant Documents and perform

al necesary actions on behalf of the Subscriber; and

(b) before 5 p.m. of the Busines Day imediately before the Completion Date, pay or cause to be

paid the Subscription Price by wire transfer of imediately available funds to the Isuer’s bank

acount (the “Closing Acount”), provided that the details of the Closing Acount shal be

provided by the Isuer to the Subscriber at least thre (3) Busines Days prior to the Completion

Date.

4.6 For the avoidance of doubt:

(a) Documents delivered electronicaly under Clause 4.3 shal be demed received by the

recipient when sent to the recipient’s designated email adres, provided no delivery failure

notice is received by the sender; and

(b) Physical documents delivered pursuant to Clause 4.3 shal be demed received on the date

the recipient acknowledges receipt in writing or thre (3) Busines Days after despatch,

whichever ocurs first.

4.7 If the obligations of the Isuer under Clause 4.3 and 4.4 or if the obligations of the Subscriber under

Clause 4.5 are not complied with on the Completion Date, the non-default Party may, without

prejudice to its other rights:

(a) defer Completion (so that the provisions of this Clause 4, other than this Clause 4.7(a)

regarding such non-default Party’s right to defer Completion, shal aply to Completion as

so defered) to a day of not more than twenty (20) Busines Days from the Completion

Date;

(b) proced to Completion as far as practicable (without limiting its rights under this

Agrement); or

termination clause of this Agrement.

Neither Party shal be obliged to perform any obligation on its part undertaken under this

Agrement unles the other Party has fuly complied with its obligations and requirements in

Clauses 4.3, 4.4 and 4.5 (as aplicable).

5. ISUER’S WARANTIES AND UNDERTAKINGS

5.1 The Isuer represents and warants to the Subscriber that, save as Disclosed, each of the Isuer’s

Waranties is as at the date of this Agrement true and acurate in al material respects. The Isuer’s

Waranties shal be demed to be so repeated by the Isuer at Completion by reference to the facts

and circumstances then subsisting at Completion (except where the relevant Isuer’s Waranty is

stated to be expresed as at a diferent date).

5.2 The Isuer undertakes to the Subscriber that, as son as reasonably practicable after it becoming

(Execution Version)

aware (betwen the date of this Agrement and the Completion Date) of any fact, mater or

circumstance relating to the Group, which it is aware is (or may constitute) a breach of (or be

inconsistent with) any of the Isuer’s Waranties as at the date of this Agrement and/or wil

constitute a breach of any of the Isuer’s Waranties when they are repeated at Completion, it shal

notify the Subscriber in writing such fact, mater or circumstance as son as reasonably practicable

after it becomes so aware and shal forthwith take such steps as the Subscriber may reasonably

require to remedy the fact, mater or circumstance.

5.3 Each of the Isuer’s Waranties shal be construed as a separate and independent waranty and

representation and (except where expresly provided to the contrary) shal not be limited or

restricted by reference to or inference from the terms of any other Isuer’s Waranty.

5.4 The liability of the Isuer in respect of any claim for breach of the Isuer’s shal be limited as set

out in Clause 7.

5.5 The Isuer undertakes that no member of the Group (including the Isuer) shal, prior to Completion

(without the prior writen consent of the Subscriber (which shal not be unreasonably witheld or

delayed) or except as provided in this Agrement) undertake (or agre to undertake) any of the

folowing maters:

(a) any transaction resulting in change of Control of any member of the Group including any

sale of any member of the Group, or any merger, consolidation or amalgamation with

another company, or any restructuring, or any other transaction of similar nature; or

(b) any change in the capital structure of any member of the Group, or create, alot or isue

any securities or any option to subscribe for any such securities (other than to other

members of the Group and upon exercise of Share Options); or

termination or when contractualy bound to do so pursuant to the terms on which the

securities were isued); or

(d) propose to wind up or comence other voluntary proceding seking liquidation,

administration (whether out of court or otherwise), reorganisation or other relief under any

bankruptcy, insolvency or similar law or the apointment of a truste, receiver,

administrator (whether out of court or otherwise) or liquidator or similar ofice; or

(e) take, directly or indirectly, any action designed to or which constitutes or which could

reasonably be expected to cause or result in an adjustment of the initial Exercise Price as

if the Warant had ben isued on the date hereof.

5.6 The Isuer undertakes (and where aplicable, shal procure the largest shareholder of the Company

as of the date of this Agrement to undertake) to:

(a) ensure that there are no amendments, variations, or modifications to the rights ataching to the

Shares that would materialy and adversely afect the rights or interests of the holders of the

Shares, except as required by aplicable laws, the Listing Rules, or with the prior writen

consent of the Subscriber;

(b) maintain compliance with the minimum public float requirements as prescribed under the

Listing Rules; and

(Execution Version)

shareholder of the Company, holding the highest percentage of isued share capital among al

Shareholders, unles otherwise aproved in writing by the Subscriber.

6. SUBSCRIBER’S WARANTIES AND UNDERTAKINGS

6.1 The Subscriber represents and warants to the Isuer that, as at the date of this Agrement and the

Completion Date:

(a) The Subscriber is duly formed, validly existing, and in god standing under the laws of the

British Virgin Islands as a limited partnership;

(b) The Subscriber has al necesary authority and power under its partnership agrement and

aplicable Laws to enter into and perform its obligations under the Warant Documents,

and such execution and performance have ben duly authorised in acordance with its

partnership agrement;

or unable to pay its financial obligations and has not stoped paying its financial

obligations as they fal due. To the best of the knowledge of the Subscriber, no action or

request is pending or threatened to declare it insolvent, wind it up, or make it subject to any

proceding contemplated by any aplicable insolvency Law, and no analogous event has

ocured under the Laws of any jurisdiction;

(d) The general partner of the Subscriber is duly incorporated, validly existing, and in god

standing under the laws of its place of incorporation and has the requisite authority to bind

the Subscriber to the Warant Documents and perform the obligations thereunder;

(e) To the knowledge of the Subscriber, this Agrement constitutes valid, binding and

enforceable obligations of the Subscriber;

(f) The execution and delivery of, and the performance of the obligations under, the Warant

Documents by the Subscriber do not and wil not breach any provisions of any agrement

or instrument to which the Subscriber is a party; and/or any Law, lien, lease, order,

judgment, award, injunction, decre, ordinance or regulation, or any other restriction of

any kind or character by which the Subscriber is bound;

(g) Al Authorisations from, and notices or filings with, any Authority or other authority that

are necesary to enable the Subscriber to execute, deliver and perform the Subscriber’s

obligations under this Agrement and the Warant Documents have ben obtained or made

(as the case may be) and are in ful force and efect and al conditions of each such

Authorisation have ben complied with;

(h) The Subscriber is acting in his, her or its own capacity in respect of this Agrement and the

transactions contemplated by this Agrement. The Subscriber is subscribing the Warant

for investment purposes only; and

(i) To the knowledge of the Subscriber, the subscription of the Warant and the Warant Shares

wil not constitute a violation by the Subscriber of any aplicable “insider dealing” or

similar legislation, including the provisions under Part XI of the Securities and Futures

(Execution Version)

Ordinance (Chapter 571 of the Laws of Hong Kong) (a) to (i), herein refered to as the

“Subscriber’s Waranty(ies)”.

6.2 The Subscriber’s Waranties shal be demed to be so repeated by the Subscriber at Completion by

reference to the facts and circumstances then subsisting at Completion.

7. LIMITATION OF LIABILITY

7.1 This clause shal operate to limit the liability of the Isuer in respect of any claim for breach of the

Isuer’s Waranties and references to “claim” and “claims” shal be construed acordingly:

(a) The maximum agregate liability of the Isuer in respect of al claims for breach of the

Isuer’s Waranties shal not exced HK$1,000,000.

(b) No liability shal atach to the Isuer unles the agregate amount of al claims for breach

of the Isuer’s Waranties for which it would, in the absence of this provision, be liable

shal exced HKD200,000 and in such event the Isuer shal be liable for the whole of such

amount and not merely the exces.

Waranties unles notice of such claim shal have ben served upon the Isuer by the

Subscriber within twenty-four months after the Completion Date.

(d) The Subscriber shal not be entitled to recover damages or obtain payment, reimbursement,

restitution or indemnity more than once for the same Loses.

7.2 None of the limitations on the liability of the Isuer set out in this Schedule (whether as to the

quantum of the claim, the time limit for notification of the claim, the procedures or requirements

for making a claim or otherwise) shal aply to any claim against the Isuer to the extent that the

liability of the Isuer in respect of that claim arises from fraud, wilful default or dishonesty on the

part of the Isuer on or prior to Completion.

8. TERMINATION

8.1 If at any time prior to Completion:

(a) the Isuer comits any material breach of or material omision to observe any of its

obligations or undertakings under this Agrement and such breach or omision are not

capable of being remedied;

(b) the Subscriber comits any material breach of or material omision to observe any of its

obligations or undertakings under this Agrement and such breach or omision are not

capable of being remedied;

ability of the Subscriber or the Isuer to complete the transactions contemplated under this

Agrement;

(d) there is a continuance of any Force Majeure Event(s) in acordance with clause 15; or

(e) any of the Conditions Precedent become incapable of being fulfiled (and are not waived

(Execution Version)

by the Subscriber) on or prior to the Long Stop Date,

then, in any such case, the non-defaulting Party may by notice in writing to the other Party,

forthwith terminate this Agrement.

8.2 Upon the giving of notice pursuant to Clause 8.1, al obligations of the Parties under this Agrement

shal cease and terminate and no Party shal have any claim against the other Party in respect of

any mater or thing arising out of or in conection with this Agrement, save and except:

(a) in respect of any antecedent breach; and

(b) that the termination shal not afect the acrued rights and obligations of the Parties on or

prior to such termination and shal be without prejudice to the continued aplication of the

Surviving Provisions.

9. NOTICES

9.1 Any notice or other comunication to be given under or in conection with this Agrement (a

“Notice”) shal be:

(a) in writing in the English or Chinese language; and

(b) delivered:

(1) personaly by hand or courier (using an internationaly recognised courier

company);

;

to the Party due to receive the Notice, to the adres and for the atention of the relevant

Party set out in this Clause (or to such other adres and/or for such other person’s atention

as may have ben notified to the giver of the relevant Notice and become efective, in

acordance with this Clause, prior to despatch of the Notice).

9.2 In the absence of evidence of earlier receipt, any Notice served in acordance with this Clause 9

shal be demed given and received:

(a) in the case of personal delivery by hand or courier, at the time of delivery at the adres

refered to in this Clause;

(b) in the case of local post or registered mail (other than airmail), at 10:00 am on the second

Busines Day after posting;

(d) in the case of e-mail, at the time of transmision, provided that if such time fals outside

the recipient’s busines hours (being 9:00 am to 5:00 pm on a Busines Day in the

recipient’s time zone), then the notice shal be demed to have ben received when busines

(Execution Version)

hours resume.

9.3 The adreses of the Parties for the purpose of this Clause 9 are as folows:

9.3.1 In the case of the Isuer:

For the atention of : The Board of Directors

Adres : Rom 225–27, 2/F. Mega Cube, 8 Wang Kwong Road

Kowlon Bay, Kowlon Hong Kong

E-mail adres : tenhao@partytime.com.cn;

jefreychong@partytime.com.cn

9.3.2 In the case of the Subscriber:

For the atention of : Jack Li

Adres : c/ 33/F, Thre Pacific Place, 1 Quen’s Road East, Hong

Kong

E-mail adres : jli@pag.com

9.4 In proving service, it shal be suficient to prove that:

(a) the envelope containing the Notice was properly adresed and delivered to the adres of

the relevant Party; or

(b) the e-mail containing the Notice was transmited to the e-mail adres of the relevant Party

(which shal be satisfied by delivery of a transmision record showing the date and time of

the e-mail on the machine sending that e-mail) and a read receipt is obtained or a reply

acknowledging receipt is sent by the recipient.

9.5 Any Party may notify the other Party of any change to its name, adres or e-mail adres for the

purpose of this Clause, provided that such Notice shal be sent to the other Party and shal only be

efective on:

(a) the date specified in such Notice as the date on which the change is to take efect; or

(b) if no date is so specified or the date specified is les than thre Busines Days after which

such Notice was demed to be given, the fourth Busines Day after such Notice was

demed to be given.

9.6 This Clause shal not prejudice the service of, or any step in, Procedings permited by law or the

rules of the relevant Authority.

10. COSTS AND EXPENSES

10.1 Each Party shal pay its own costs and expenses (including legal fes) in relation to the negotiation,

preparation, execution and performance of this Agrement and the transactions contemplated by

the Warant Documents.

(Execution Version)

11. ANOUNCEMENTS

11.1 No anouncement, pres release or other public disclosure concerning the existence or the subject

mater of this Agrement or any ancilary mater shal be made by or on behalf of any Party without

the prior writen aproval of the other Party. Such limitation does not aply if a Party may make an

anouncement concerning the existence or the subject mater of this Agrement if required by:

(a) Law (including the Listing Rules); or

(b) any Authority to which that Party is subject or submits, wherever situated, in which case

that Party shal, to the extent permited by Law, first give notice to the other Party of its

intention to make such an anouncement; and take al such steps as may be reasonable and

practicable in the circumstances to sek the other Party’s coments on the contents of such

anouncement, before making such anouncement.

12. CONFIDENTIALITY

12.1 Subject to the permited disclosures provided for in Clause 12.2, each Party shal treat as strictly

confidential and shal not, without the writen consent of the other Party, disclose to any other

person any information:

(a) received or obtained as a result of entering into or performing this Agrement;

(b) which relates to the provisions, negotiations or subject mater of the Warant Documents

(including the existence, status or resolution of, or facts or details of, any proceding, suit

or action arising out of, or in conection with the Warant Documents and any mater

arising therefrom); and

including writen information and information transfered or obtained oraly, visualy,

electronicaly or by any other means (colectively “Confidential Information”).

12.2 Notwithstanding the other provisions of this Clause 12, a Party may disclose Confidential

Information which would otherwise be subject to the provisions of Clause 12.1 if and to the extent:

(a) it is required by aplicable Laws to which such party is subject or for the purpose of any

judicial procedings;

(b) it is required by any Authority to which it is subject or submit (whether or not the

requirement for information has the force of Law);

dispute, controversy, diference, claim or obligation in conection with arbitration under

the Warant Documents; and/or

(d) it is disclosed on a strictly confidential basis to its advisers, partners, co-investors, auditors,

bankers and/or financing sources and their respective representatives,

provided that, to the extent permited by Law, any Confidential Information to be disclosed in

reliance on the above shal be disclosed only after consultation with the other Party and the Party

(Execution Version)

intending to disclose the Confidential Information shal take into acount the reasonable coments

or requests of such other Party.

13. FURTHER ASURANCE

13.1 Without prejudice to any other provision of this Agrement, each Party shal (on being reasonably

required to do so by the other Party, now or at any time in the future) do or procure the doing of al

such acts (and/or execute or procure the execution of such documents in a form reasonably

satisfactory to such other Party) which such other Party may from time to time reasonably require

for giving ful efect to this Agrement and securing to such other Party the ful benefit of the rights,

powers and remedies confered upon such other Party in this Agrement.

14. LANGUAGE

14.1 Each notice, demand, request, statement, instrument, certificate or other comunication under or

in conection with this Agrement shal be in English or Chinese language.

14.2 If this Agrement is translated into Chinese or any language other than English, the English

language text shal prevail.

15. FORCE MAJEURE

15.1 Neither party shal be liable for any failure or delay in the performance of any of its obligations

under this Agrement (other than payment obligations) if and to the extent such failure or delay is

caused by or results from a Force Majeure Event (as defined below). During the continuance of a

Force Majeure Event, the afected party’s obligations under this Agrement shal be suspended to

the extent that performance is prevented, hindered, or delayed by the Force Majeure Event.

15.2 The afected party shal notify the other party in writing as son as reasonably practicable of the

ocurence of a Force Majeure Event, specifying the nature of the event, the impact on its ability

to perform its obligations, and the anticipated duration of the suspension.

The afected party shal use al reasonable eforts to mitigate the efects of the Force Majeure Event

and resume ful performance of its obligations under this Agrement as son as reasonably

practicable.

15.3 If a Force Majeure Event continues for a period exceding 30 consecutive days, either party may

terminate this Agrement by giving writen notice to the other party. Upon such termination, neither

party shal have any liability to the other, except for obligations acrued prior to the Force Majeure

Event or expresly stated to survive termination.

16. GENERAL PROVISIONS

16.1 Time is of the esence: Any time, date or period refered to in this Agrement may be extended by

mutual agrement in writing betwen the Parties (but, as regards any time, date or period originaly

fixed or any time, date or period so extended, time shal be of the esence).

16.2 Binding Nature and Asignment: This Agrement shal be binding on and inure for the benefit of

the sucesors of each of the Parties but shal not be asignable without the prior writen consent of

the other Party. Any purported asignment in contravention of this Clause shal be nul and void ab

initio.

(Execution Version)

16.3 Variation: No variation of this Agrement shal be efective unles in writing and signed by or on

behalf of each of the Parties. The expresion “variation” shal, in each case, include any variation,

suplement, deletion or replacement howsoever efected.

16.4 Waiver of rights: Any waiver of any right or default under this Agrement shal be efective only

in the instance given and shal not operate as or imply a waiver of any other or similar right or

default on any subsequent ocasion. No waiver of any provision of this Agrement shal be efective

unles in writing and signed by each Party against whom such waiver is sought to be enforced.

16.5 Non-waiver by delay or partial exercise: Any delay by any Party in exercising, or any failure to

exercise, any right or remedy under this Agrement shal not constitute a waiver of the right or

remedy (or a waiver of any other rights or remedies), and no single or partial exercise of any rights

or remedy under this Agrement or otherwise shal prevent any further exercise of the right or

remedy (or the exercise of any other right or remedy).

16.6 Non-exclusivity of remedies: The rights and remedies of the Parties under this Agrement are not

exclusive of any rights or remedies provided by Law.

16.7 Entire agrement: This Agrement contains the whole agrement and understanding betwen the

Parties relating to the transactions contemplated by this Agrement and supersedes al previous

agrements, understandings or arangements (whether oral or writen) betwen the Parties relating

to such transactions.

16.8 Non-reliance on representations: Each of the Parties acknowledges that (in agreing to enter into

this Agrement) it has not relied on any representation, waranty, colateral contract, undertaking

or other asurance (except those expresly set out in this Agrement) made by or on behalf of the

other Party before the execution of this Agrement (including during the course of negotiating this

Agrement). Each of the Parties waives al rights and remedies which, but for this Clause, might

otherwise be available to it in respect of any such representation, waranty, colateral contract,

undertaking or other asurance (provided that nothing in this Clause shal limit or exclude any

liability for fraud or fraudulent misrepresentation).

16.9 Ilegality and severability: If at any time any provision of this Agrement shal be held to be

ilegal, void, invalid or unenforceable in whole or in part under any Law in any jurisdiction, then:

(a) such provision shal:

, void, invalid or unenforceable, be given no efect and

shal be demed not to be included in this Agrement in that jurisdiction;

, validity or enforceability in that jurisdiction of any

other provision of this Agrement; and

, validity or enforceability under the Law of any other

jurisdiction of such provision or any other provision of this Agrement; and

(b) the Parties shal use al reasonable eforts to replace such a provision with a valid and

enforceable substitute provision which caries out, as closely as posible, the intentions of

the Parties under this Agrement.

16.10 Third party rights: Notwithstanding any other provisions of this Agrement, a person who is not a

(Execution Version)

party to this Agrement has no right under the Contract (Rights of Third Parties) Ordinance

(Chapter 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any term of this

Agrement.

17. COUNTERPARTS

17.1 This Agrement may be executed in any number of counterparts and by either Parties on separate

counterparts, each of which when executed and delivered, whether by PDF or other electronic means,

shal be demed an original, but al the counterparts together shal constitute one and the same

agrement. For the purposes of this clause, delivery of an executed counterpart of this Agrement by

PDF or other electronic means shal be as efective as delivery of a manualy executed counterpart

of this Agrement.

18. GOVERNING LAW AND JURISDICTION

18.1 This Agrement and any dispute or claim arising out of or in conection with it or its subject mater

shal be governed by, and construed in acordance with, Hong Kong law.

18.2 Any dispute, controversy, diference or claim arising out of or relating to this Agrement and/or

the other Warant Documents (including the existence, validity, interpretation, performance, breach

or termination thereof or any dispute regarding non-contractual obligations arising out of or relating

to this Agrement and/or the other Warant Documents) shal be submited to the exclusive

jurisdiction of the courts of Hong Kong.

［The folowing part is intentionaly left blank］

(Execution Version)

SCHEDULE 1: ISUER’S WARANTIES

1. CORPORATE INFORMATION AND SECURITIES

1.1 Due Incorporation

Each member of the Group is duly incorporated and validly existing under the laws of its place of

incorporation, in god standing (or equivalent status in relevant jurisdiction), and each member of

the Group has the power and capacity to own its asets and to conduct its busines in the maner

presently conducted and there has ben no petition filed, order made or efective resolution pased

for the liquidation or winding up of any member of the Group.

1.2 Power and Authority

(a) The Isuer has the ful power, authority and capacity to enter into and perform its

obligations under this Agrement and, subject to satisfaction of the Condition Precedent,

to isue the Warant and (upon exercise of the Warant) the Warant Shares to the

Subscriber (or its nomine) and al necesary Authorisations relating to the same have ben

(or wil, prior to Completion, be) obtained and are (or wil, prior to Completion, be) in ful

force and efect.

(b) Each of the Warant Documents has ben duly authorised, executed and delivered by the

Isuer and constitutes valid and binding obligations of the Isuer enforceable in acordance

with its terms (except as such enforceability may be limited under aplicable bankruptcy,

insolvency, reorganisation, moratorium or similar Laws of general aplicability relating to

or afecting creditors’ rights and to general equitable principles).

the Warant Documents to which the Isuer is party to wil not:

(1) be or result in a breach of any provisions of the Constitution or any constitutional

documents of any member of the Group or a violation of any aplicable Law;

, or constitute a default in any

material respect under, any instrument to which the Isuer or any other member of

the Group is a party or by which the Isuer or any other member of the Group is

bound; or

, judgment or decre of any court or Authority

to which the Isuer or any other member of the Group is a party or by which the

Isuer or any other member of the Group is bound.

1.3 Share Capital

(a) As at the date of this Agrement, 1,773,263,120 Shares are in isue and are fuly paid up.

(b) Except for (i) the granting of the Share Options to eligible participants under the Share

Option Scheme; and (i) the isue of Shares pursuant to any exercise of Share Options,

there are no outstanding securities isued by any member of the Group convertible into or

exchangeable for Shares (or warants, rights or options to purchase or subscribe for Shares

from any member of the Group), nor are there other or similar arangements providing for

(Execution Version)

the isue or purchase of Shares or the subscription for Shares, and no unisued share capital

of the Isuer is under option or agred conditionaly or unconditionaly to be put under

option.

1.4 Warant

(a) The Warant (when isued) wil be duly and validly isued, fre and clear of al

Encumbrances.

(b) The Warant (when isued) wil be frely transferable subject to the terms and conditions

of the Warant Documents and compliance with aplicable Laws.

1.5 Isuance of Warant Shares

(a) The Warant Shares (when isued) wil be duly and validly isued, fuly-paid and rank pari

pasu with, and cary the same rights in al respects as, the other Shares then in isue and

shal be entitled to al dividends and other distributions declared, paid or made thereon.

(b) The Warant Shares, when isued and delivered in the maner contemplated by the Warant,

wil be fre and clear of al Encumbrances, not be subject to cals for further payment, any

pre-emptive or similar rights or claims of third parties and there wil be no restrictions on

transfers and tradings of the Warant Shares other than as set out in the Constitution.

generaly upon the voting or transfer of any of the Shares pursuant to the Constitution or

pursuant to any agrement or other instrument to which the Isuer or any other member of

the Group is a party or by which the Isuer or any other member of the Group is bound.

2. COMPLIANCE AND AUTHORISATION

2.1 Authorisations

No Authorisation of or with any Authority having jurisdiction over the Isuer is required and no

other action or thing is required to be taken, fulfiled or done for the isue or ofer of the Warant

and the Warant Shares or the consumation of the other transactions contemplated by the

Warant Documents (except for those which have ben or wil, on or prior to the Completion Date

be, obtained and are or wil, on the Completion Date be, in ful force and efect).

2.2 Compliance

The compliance by the Isuer with the provisions of this Agrement (as wel as the consumation

of the transactions contemplated by this Agrement) wil not conflict with or result in a breach or

violation of, or result in any third party consent being required under, any of the terms or provisions

of any indenture, mortgage, ded of trust, loan agrement or other agrement or instrument, decre,

regulation or Law to which any member of the Group is a party or by which any of the property

or asets of any member of the Group is subject or any Law or Authority having jurisdiction over

any member of the Group or the property or asets of any member of the Group. Each member of

the Group has obtained aplicable consents, registrations, filings, aprovals, qualifications and

permits (“Permits”) which are necesary for its respective busines and operations as now

conducted in al material aspects. Each of such Permits is valid and in ful force and efect.

(Execution Version)

2.3 Title to Properties and Asets.

Each member of the Group has god and marketable title to its properties and asets owned by it

in al material aspects.

3. SOLVENCY

3.1 Winding-up

No order has ben made, petition presented or resolution pased for the winding up of any member

of the Group and no meting has ben convened for the purpose of winding up any member of the

Group.

3.2 Administration and Receivership

No steps have ben taken for the apointment of an administrator or receiver (including an

administrative receiver) in respect any member of the Group or al or any part of the Busines

Asets.

3.3 Compositions

No member of the Group has made or proposed any arangement or composition with its creditors

or any clas of its creditors.

3.4 Insolvency

No member of the Group is insolvent, or is otherwise unable to pay its debts within the meaning

of the insolvency laws aplicable to it. Save as Disclosed, no member of the Group has stoped

paying its debts as they fal due.

4. FINANCIAL, ACOUNTS AND TAXATION

4.1 Financial Statements and Interim Statements.

(a) The Financial Statements:

(1) have ben prepared on a recognised and consistent basis and in acordance with

the requirements of al relevant Law and HKFRS;

, operating results, and changes

in financial position of the Group for the relevant period; and

(3) have acurately and fairly reflect the financial position and performance of the

Isuer at the time.

(b) The Interim Statements:

(1) have ben prepared on a recognised and consistent basis and in acordance with

the requirements of al relevant Law and HKFRS

(Execution Version)

, operating results, and changes

in financial position of the Group for the relevant period; and

(3) have acurately and fairly reflect the financial position and performance of the

Isuer at the time.

4.2 No change in the policies of acounting has ben made in preparing the acounts of the Group for

each of the financial periods covered by the Financial Statements and the Interim Statements.

4.3 Taxation Compliance Maters

(a) Each member of the Group has, in acordance with Law, duly registered with the relevant

Tax Authority and has complied with al requirements imposed by such Tax Authority in

al material respects.

(b) Provision or reserve has ben made in the Financial Statements for al Tax liable to be

asesed on the Group or for which it is or may become acountable in respect of income,

profits or gains earned, acrued or received by the Busines or any member of the Group

on or before the Balance Shet Date and any event on or before the Balance Shet Date

(including distributions made down to such date or provided for in the Financial Statements)

and provision has ben made in the Financial Statements for defered Tax, if any,

calculated in acordance with aplicable acounting principles.

for Taxation purposes in respect of the Busines in al material respects.

(d) Each member of the Group has paid or acounted for al Taxes (if any) due to be paid or

acounted for by it in respect of the Busines.

(e) The returns and Tax payments which ought to have ben made by or in respect of the

Busines and the Group for any Taxation purposes have ben made and al such returns

have ben prepared on a corect and proper basis and remain corect and complete, and

none of such returns is disputed in any material respect and (to the best of the Isuer’s

knowledge) no material dispute is likely.

(f) No member of the Group has ben the subject of any examination, investigation or audit

by any Tax Authority relating to the conduct of its busines or the payment or witholding

of Taxes that has not ben resolved or is curently the subject of any examination or

investigation by any Tax Authority relating to the conduct of its busines or the payment

or witholding of Taxes.

5. CONSEQUENCE OF THE ISUE OF WARANT

5.1 The isue of the Warant and the Warant Shares and compliance with the terms of this Warant

Documents wil not:

(a) to the best of the Isuer’s knowledge after making reasonable enquiry, cause any member

of the Group to lose the benefit of any Authorisation or any right or privilege it presently

enjoys or relieve any person of any obligation to any member of the Group (whether

contractual or otherwise) or enable any person to determine any such obligation or any

contractual right or benefit now enjoyed by any member of the Group or to exercise any

(Execution Version)

right (whether under an agrement with any member of the Group or otherwise);

(b) result in any present or future indebtednes of any member of the Group becoming due or

capable of being declared due and payable prior to its stated maturity;

(d) result in a breach of (or constitute a default under) any provision of the memorandum or

articles of asociation or other constitutional documents of any member of the Group;

(e) result in a breach of (or constitute a default under) any order, judgment or decre of any

Authority by which any member of the Group is bound or subject; or

(f) result in a breach of (or constitute a default under) the terms, conditions or provisions of

any agrement, understanding, arangement or instrument (including any contracts to

which any member of the Group is party).

(Execution Version)

APENDIX 1: WARANT INSTRUMENT

Dated [*]

China Partytime Culture Holdings Limited

(中国派对文化控股有限公司)

(the “Isuer”)

WARANT INSTRUMENT

constituting 354,652,624 warants to

subscribe for

354,652,624 ordinary shares in the capital

China Partytime Culture Holdings Limited

(中国派对文化控股有限公司)

Suites 3203-3207, 32/F., Edinburgh Tower,

The Landmark,

15 Quen’s Road Central,

Hong Kong

(Execution Version)

TABLE OF CONTENTS

WARANT INSTRUMENT . 33

1. INTERPRETATION . 35

2. GRANT OF RIGHTS TO SUBSCRIBE . 42

3. STATUS . 42

4. FORM, DENOMINATION AND TITLE . 42

5. TRANSFERABILITY OF WARANT; ISUE OF WARANT CERTIFICATE . 42

6. EXERCISE . 44

7. UNDERTAKINGS . 55

8. LAPSE AND CANCELATION . 56

9. MODIFICATION . 56

10. METINGS OF WARANTHOLDERS . 57

11. VOTING AND OTHER RIGHTS . 57

12. REPLACEMENT OF WARANT CERTIFICATE . 57

13. FURTHER ISUES . 57

14. NOTICES. 57

15. SEVERABILITY . 57

16. THIRD PARTY RIGHTS . 57

17. GOVERNING LAW AND JURISDICTION . 58

EXECUTION PAGE OF THE WARANT INSTRUMENT . 59

Schedule 1: FORM OF WARANT CERTIFICATE . 60

Schedule 2: FORM OF EXERCISE NOTICE . 61

Schedule 3: FORM OF TRANSFER . 64

Schedule 4: PROVISIONS FOR METINGS OF THE WARANTHOLDERS . 65

(Execution Version)

THIS INSTRUMENT is made by way of a ded pol on the day of 2025

by China Partytime Culture Holdings Limited (中国派对文化控股有限公司), an exempted

company with limited liability incorporated under the laws of Cayman Islands whose registered ofice

is at Windward 3, Regata Ofice Park, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code:

1532) (the “Isuer”).

WHEREAS:

(A) The Board has, pursuant to a resolution of the Board pased on [*] 2025 and a resolution of

the Shareholders pased on [*] 2025 in respect of a specific mandate for the Directors to deal

with Shares, resolved to create and isue warants confering rights on the holders to subscribe

for an agregate of 354,652,624 new shares (subject to adjustments) of the Company,

exercisable in whole or in part at any time during the Exercise Period (as defined in clause 1

below) at an initial Exercise Price (as defined in clause 1 below) of HK$0.09 per Share (subject

to adjustments).

(B) The Isuer has determined to create and isue the warant to be constituted by this Instrument

by way of ded pol in order to more efectively protect the rights and interests of the

Warantholder(s) (as defined in clause 1 below) for the time being.

in this Instrument in relation to its obligations set out herein.

NOW THIS INSTRUMENT WITNESES AND THE ISUER DECLARES as folows:

1. INTERPRETATION

1.1 The folowing expresions have the folowing meanings:

“Busines Day” means a day, other than a Saturday, Sunday or public holiday,

on which banks are open for general busines in (unles otherwise

stated) Hong Kong (other than a day on which a tropical cyclone

warning No. 8 or above or a “black rainstorm warning signal” is

hoisted or remains hoisted in Hong Kong at any time betwen

9:00 am and 5:00 pm) and, in the case of a surender of the

Warant Certificate, in the place where the Warant Certificate is

surendered.

“Capital

Distribution”

means any distribution of asets in specie charged or provided

or to be provided for in the acounts of the Isuer for any

financial period (whenever paid or made and however

described) but excluding a cash Dividend and a distribution of

asets in specie in lieu of a cash Dividend which would not have

constituted an extraordinary dividend under paragraph (b) of this

definition below (and for these purposes a distribution of asets

in specie includes without limitation an isue of shares or other

securities credited as fuly or partly paid-up (other than Shares

credited as fuly paid) by way of capitalisation of reserves),

PROVIDED THAT:

(Execution Version)

(a) a purchase or redemption of Shares by or on behalf of

the Isuer shal not constitute a Capital Distribution or

be taken into acount in determining whether any other

Dividend or distribution shal constitute a Capital

Distribution unles in the case of purchases of Shares

by the Isuer, the average price per Share (before

expenses) on any one day in respect of such purchases

exceds by more than 20 per cent. of the Curent

Market Price per Share either: (1) on that date; or (2)

where an anouncement has ben made (excluding, for

the avoidance of doubt, any general authority for such

purchases given by a Shareholders’ meting of the

Isuer, or any notice convening such meting) of the

intention to purchase Shares at some future date at a

specified price, on the Trading Day imediately

preceding the date of such anouncement in which case

such purchase shal be demed to constitute a Capital

Distribution in the amount of the agregate price paid

(before expenses) in respect of such Shares purchased

by the Isuer; and

(b) in making any such calculation under this definition,

such adjustments (if any) shal be made as the Expert

may consider apropriate to reflect: (1) any

consolidation or subdivision of the Shares; (2) isues of

Shares by way of capitalisation of profits or reserves, or

any like or similar event; or (3) the modification of any

rights to Dividends of Shares;

“Closing Price” for the Shares for any Trading Day shal be the price published

in the Daily Quotation Shet published by the Stock Exchange;

“control”

means:

(a) in relation to a corporate person: (i) direct or indirect

ownership or control of more than 30% of the

outstanding voting securities of such corporate person;

(i) the ability to apoint or remove more than one-

third of the directors of the board (or equivalent

governing body) of such person; (i) the right to

control the votes at a meting of the board of directors

(or equivalent governing body) of such person; or (iv)

the ability to direct or cause the direction of the

management and policies of such person (whether by

contract or howsoever arising); or

(b) in relation to a non-corporate person: (i) direct or

indirect ownership or control of a comparable voting

interest (as set forth in paragraph (a) above) for such

(Execution Version)

person; (i) the ability to direct or cause the direction of

the management and policies of such person (whether

by contract or howsoever arising); or (i) the

operational or practical control of such person,

and the terms “Controls”, “Controling” and “Controled”

shal be construed acordingly;

“Curent Market

Price”

means, in respect of a Share at a particular date, the average of

the Closing Price for one Share quoted by the Stock Exchange

for the five (5) consecutive Trading Days ending on the Trading

Day imediately preceding such date, provided that if at any

time during the said five (5) Trading Day period the Shares shal

have ben quoted ex-dividend and during some other part of that

period the Shares shal have ben quoted cum-dividend then:

(a) if the Shares to be isued in such circumstances do not

rank for the Dividend in question, the quotations on the

dates on which the Shares shal have ben quoted cum-

Dividend shal for the purpose of this definition be

demed to be the amount thereof reduced by an

amount equal to the Fair Market Value of that

Dividend per Share; or

(b) if the Shares to be isued in such circumstances rank

for the Dividend in question, the quotations on the

dates on which the Shares shal have ben quoted ex-

Dividend shal, for the purpose of this definition, be

demed to be the amount thereof increased by an

amount equal to the Fair Market Value of that

Dividend per Share,

PROVIDED THAT if the Shares on each of the said five (5)

Trading Days have ben quoted cum-Dividend in respect of a

Dividend which has ben declared or anounced but the Shares

to be isued do not rank for that Dividend, the quotations on each

of such dates shal for the purpose of this definition be demed

to be the amount thereof reduced by an amount equal to the Fair

Market Value of that Dividend per Share;

“Daily Quotation

Shet”

means the daily quotation shet published by the Stock

Exchange

“Designated Ofice”

means the Isuer’s principal place of busines in Hong Kong,

being Rom 225–27, 2/F. Mega Cube, 8 Wang Kwong Road

Kowlon Bay, Kowlon Hong Kong, as may be changed from

time to time in acordance with Condition 5.1;

“Dividend” means any dividend or distribution, whether of cash, asets or

other property, and whenever paid or made and however

described (and for these purposes a distribution of asets

(Execution Version)

includes, without limitation, an isue of Shares or other

securities credited as fuly or partly paid-up) provided that:

(a) where a cash Dividend is anounced which is to be, or

may at the election of a holder or holders of Shares be,

satisfied by the isue or delivery of Shares or other

property or asets, then, the Dividend in question shal

be treated as a cash Dividend of an amount equal to the

greater of: (a) the cash Dividend so anounced; and (b)

the Curent Market Price on the date of anouncement

of such Dividend of such Shares or the Fair Market

Value of other property or asets to be isued or

delivered in satisfaction of such Dividend (or which

would be isued if al holders of Shares elected therefor,

regardles of whether any such election is made); and

(b) any isue of Shares faling within Condition 6.6(b) shal

be disregarded;

“Equivalent

Amount”

has the meaning given to it in Condition 6.4(c)(v);

“Exercise Amount”

means an amount in HK$ equal to the agregate value of Shares

represented by the Warant (as stated in the Register of

Warantholders);

“Exercise

Condition”

has the meaning given to it in Condition 6.2(a)(i);

“Exercise Date” has the meaning given to it in Condition 6.4(a)(i);

“Exercise Monies” means an amount in cash in HK$ represented by the Warant in

respect of which the Warantholder intends to exercise its

Exercise Rights;

“Exercise Notice” has the meaning given to it in Condition 6.4(a)(i);

“Exercise Period”

has the meaning given to it in Condition 6.1;

“Exercise Price”

means the price per Share payable in HK$ on exercise of the

Exercise Rights, which shal initialy be HK$0.09 per Share, and

shal be subject to adjustment from time to time in acordance

with Condition 6.5 of this Instrument;

“Exercise Right” means, in respect of the Warant, the rights of the holder of that

Warant to subscribe for a maximum of 354,652,624 Shares at

the Exercise Price up to the Exercise Amount;

“Expert”

means an independent investment bank, audit firm or a

corporation licensed under the SFO to cary out Type 6 regulated

activities in Hong Kong, acting as an expert, selected by the

(Execution Version)

Isuer;

“Expiration Date”

means the fifth aniversary of the Isue Date;

“Fair Market

Value”

means, with respect to any asets, security, option, warants or

other right on any date, the fair market value of that aset,

security, option, warant or other right as determined by the

Expert; provided that: (i) the fair market value of a cash

Dividend paid or to be paid per Share shal be the amount of such

cash Dividend per Share determined as at the date of

anouncement of such Dividend; and (i) where options, warants

or other rights are publicly traded in a market of adequate

liquidity (as determined by the Expert) the fair market value of

such options, warants or other rights shal equal the arithmetic

mean of the daily closing prices of such options, warants or

other rights during the period of five Trading Days on the

relevant market comencing on the first such Trading Day on

which such options, warants or other rights are publicly traded;

“HK Dolar, Hong

Kong Dolar, HKD

and HK$”

means the legal curency of Hong Kong;

“Initial

Warantholder”

PM PARTNERS I LP, being the subscriber of the Subscription

Agrement;

“Isue Date”

means the date of isue of such Warant;

“Listing Rules” means The Rules Governing the Listing of Securities on the

Main Board of the Stock Exchange in force from time to time;

“Record Date”

means the date fixed by the constitutional documents of the

Isuer or otherwise specified by the Isuer or otherwise for the

purpose of determining entitlements to Dividends or Capital

Distribution to, or rights of, holders of Shares;

“Registration Date”

has the meaning given to it in Condition 6.4(c)(iv);

“Shares” means ordinary shares with a par value of HK$0.01 each in the

capital of the Isuer (which include ordinary shares of the Isuer

listed on the Stock Exchange or shares of any clas or clases

resulting from any subdivision, consolidation or re-clasification

of those shares, which as betwen themselves have no preference

in respect of dividends or of amounts payable in the event of any

voluntary or involuntary liquidation or disolution of the Isuer;

“Shareholders” means the holders of Shares from time to time;

“Stock Exchange”

The Stock Exchange of Hong Kong Limited;

“Subsidiary” of a controling entity (“Controling Person”) means:

(Execution Version)

(a) any corporation of which securities, having by the

terms thereof ordinary voting power to elect a majority

of the board of directors of such corporation

(irespective of whether at the time shares of any other

clas or clases of such corporation might have voting

power by reason of the hapening of any contingency,

unles the contingency has ocured and then only for

as long as it continues), are at the time directly,

indirectly or beneficialy owned or controled by the

Controling Person (or one or more of its Subsidiaries);

(b) any partnership of which the Controling Person (or one

or more of its Subsidiaries): (i) directly, indirectly or

beneficialy owns or controls more than 50% of the

income, capital, beneficial or ownership interest

(however designated) thereof; or (i) is a general

partner, in the case of a limited partnership, or is a

partner that has the authority to bind the partnership in

al other cases; or

capital, beneficial or ownership interest (however

designated) is at the time directly, indirectly or

beneficialy owned or controled by the Controling

Person (or one or more of its Subsidiaries);

“Taxes”

has the meaning given to it in Condition 6.4(b);

“Termination

Event”

means any of the folowing events:

(a) Disolution or Insolvency of the Isuer: The Isuer

becomes insolvent, is unable to pay its debts as they fal

due, is declared bankrupt, enters into liquidation

(voluntarily or involuntarily), or has a receiver,

administrator, or similar oficer apointed over al or

substantialy al of its asets.

(b) Ilegality: It becomes unlawful for the Isuer to

perform any of its material obligations under this

Instrument or for the Warantholder to exercise the

Warant.

securities to which the Warant relate are delisted from

the Stock Exchange, or the trading of which are

suspended for a period of more than 30 consecutive

days.

(d) Force Majeure: The ocurence of an event of force

majeure that prevents the Isuer from performing its

(Execution Version)

obligations under this Instrument for a continuous

period of 21 Busines Days.

“Trading Day” means a day when the Stock Exchange is open for dealing

busines, provided that if no Closing Price, as the case may be,

is reported in respect of the relevant Shares on the Stock

Exchange for one or more consecutive dealing days such day or

days wil be disregarded in any relevant calculation and shal be

demed not to have existed when ascertaining any period of

dealing days;

“US$”

United States dolars, the legal tender of The United States of

America;

“Warant

Certificate”

has the meaning given to it in Condition 4.1;

“Warantholder(s)”

and (in relation to the Warant) holder means the person

(including the Initial Warantholder) in whose name the Warant

is registered in the Register of Warantholders;

,652,624 detachable and transferable warants as

constituted by this Instrument and isued with the benefit of, and

subject to, the terms and conditions set out herein and in

particular the fulfilment of the Exercise Condition(s), entitling

the holder to exercise the Exercise Rights in acordance with the

terms of this Instrument and the Warant Certificate; and

“Warant

Subscription

Agrement”

the warant subscription agrement entered into betwen China

Partytime Culture Holdings Limited (中国派对文化控股有限

公司) (as the isuer) and PM PARTNERS I LP (as the

subscriber) in respect of the conditional isuance and

subscription of the Warant.

1.2 Headings used in this Instrument are for ease of reference only and shal be ignored in interpreting

this Instrument.

1.3 References to Conditions and Schedules are references to Conditions and Schedules of or to this

Instrument.

1.4 Words and expresions in the singular include the plural and vice versa and words and expresions

importing one gender include every gender.

1.5 Reference to person includes any public body and any body of persons, corporate or unincorporate.

1.6 References to any ordinance, statute, legislation or enactment shal be construed as a reference to

such ordinance, statute, legislation or enactment as may be amended or re-enacted from time to

time and for the time being in force.

1.7 In giving any certificate or making any adjustment hereunder, the relevant Investment Bank shal

(Execution Version)

be demed to be acting as experts and not as arbitrators and, in the absence of manifest eror, their

or its decision shal be conclusive and binding on the Isuer and the Warantholder.

2. GRANT OF RIGHTS TO SUBSCRIBE

2.1 The Isuer hereby creates and constitutes the Warant entitling the holders thereof to, upon

fulfilment (to the satisfaction of the Isuer) of the Exercise Condition(s), subscribe, up to the

Exercise Amount, at any time and from time to time during the Exercise Period for a maximum of

354,652,624 Shares at a price per Share equal to the Exercise Price.

2.2 The Exercise Price at which Shares are isued upon exercise of the Exercise Rights is adjusted from

time to time in acordance with the Conditions. The exercise ratio is the number of Shares to be

isued per Warant is 1:1.

3. STATUS

3.1 Each of the Warants constitutes (subject to the Conditions of this Instrument) a detachable and

transferable cal warant which entitles the Warantholder to subscribe, up to the Exercise Amount,

at any time and from time to time during the Exercise Period for a maximum of 354,652,624 Shares

at a price per Share equal to the Exercise Price. No aplication wil be made for a listing of the

Warant.

4. FORM, DENOMINATION AND TITLE

4.1 Form and Denomination

The Warant is isued in registered form. The Warant Certificate in the form set out in Schedule 1

wil be isued to the Warantholder in respect of its registered holding of Warant. The Warant and

the Warant Certificate wil be numbered serialy with an identifying number which wil be

recorded on the relevant Warant Certificate and in the Register of Warantholders which the Isuer

wil kep.

4.2 Title

Title to the Warants pases only by transfer and registration in the Register of Warantholders as

described in Condition 5. The holder of any Warant wil (except as otherwise required by law) be

treated as its absolute owner for al purposes (whether or not it is overdue and regardles of any

notice of ownership, trust or any interest in it or any writing on, or the theft or los of, the Warant

Certificate isued in respect of it (other than the endorsed form of transfer) and no person wil be

liable for so treating the holder.

5. TRANSFERABILITY OF WARANT; ISUE OF WARANT CERTIFICATE

5.1 Register of Warantholders

The Isuer wil cause to be kept at its registered ofice a register on which shal be entered the

names and adreses of the holder(s) of the Warant and the particulars of the Warant held by the

holder (including the Exercise Amount of the Warant) (the “Register of Warantholders”). Any

change in the Designated Ofice shal be notified to the Warantholder(s) in acordance with

Condition 14.

(Execution Version)

5.2 Transferability

(A) Transferability prior to satisfaction of Exercise Condition(s)

The Warant shal be transferable only by the Initial Warantholder to its Afiliates, provided that

the Initial Warantholder provides evidence reasonably satisfactory to the Isuer that the transfere

qualifies as an Afiliate. Any purported transfer or exchange of the Warant, in whole or in part,

other than to an Afiliate, shal be nul and void and shal not be recognised by the Isuer. The

Warant Certificate isued in respect of the Warant may only be held by the Initial Warantholder

and/or its registered Afiliates, and no asignment, sale, transfer, or other disposition of the Warant,

whether voluntary or involuntary, shal be permited except as expresly provided herein. For the

avoidance of doubt, any Afiliate holding the Warant shal not transfer, asign, sel, or otherwise

dispose of the Warant, in whole or in part, to any other person or entity. Any purported transfer by

an Afiliate shal be nul and void and shal not be recognised by the Isuer.

For the purposes of this clause, “Afiliate” means, in relation to the Initial Warantholder: (a) any

entity or individual that directly or indirectly controls, is controled by, or is under comon control

with the Initial Warantholder; or (b) any individual that is a director, senior management member,

or employe of the Initial Warantholder or any of its Afiliates as defined in (a) above.

The Initial Warantholder shal provide documentary evidence reasonably satisfactory to the Isuer,

such as corporate records, organizational charts, or other relevant materials, to demonstrate that the

transfere mets the definition of an Afiliate prior to the registration of any transfer.

(B) Transferability upon satisfaction of Exercise Condition(s)

Upon the satisfaction of the Exercise Condition(s), the Warant shal be frely transferable.

The Warant Certificate isued in respect of the Warant may be held by any registered

Warantholder, and no further restrictions on the transferability, asignment, sale, or other

disposition of the Warant shal aply, except as may be required by aplicable Laws, the Listing

Rules, or the articles of asociation of the Isuer.

5.3 Transfer of Warant(s)

Subject to Condition 5.2, a Warant may be transfered or exchanged, in whole or in part, at any

time by delivery of the Warant Certificate isued in respect of that Warant, with the endorsed

form of transfer (in the form set out in Schedule 3 to these Conditions) duly completed and signed

by the registered Warantholder or his atorney duly authorised in writing, to the Isuer at the

Designated Ofice together with such evidence as the Isuer may reasonably require to prove the

authority of the individuals who have executed the form of transfer, provided that any transfer or

exchange to any person shal be conducted in compliance with aplicable Listing Rules.

No transfer of title to a Warant, in whole or in part, wil be valid unles and until entered on the

5.4 Delivery of New Warant Certificates

(a) Each new Warant Certificate to be isued upon a transfer, exchange or exercise of a

Warant shal, within five (5) Busines Days of receipt by the Isuer of the endorsed form

of transfer duly completed and signed, be made available for colection at the Designated

(Execution Version)

Ofice or, if so requested in the form of transfer, be mailed by uninsured mail at the risk

of the holder entitled to the Warants (but fre of charge to the holder) to the adres

specified in the form of transfer.

(b) Where (i) only some (but not al) of the Exercise Amount in respect of which a Warant

Certificate is isued is to be transfered or (i) where Exercise Rights are to be exercised

in respect of some (but not al) of the Exercise Amount in respect of which a Warant

Certificate is isued, a new Warant Certificate in respect of the remaining Exercise

Amount wil, within five (5) Busines Days of delivery of the existing Warant Certificate

to the Isuer, be mailed by uninsured mail at the risk of the relevant holder (but fre of

charge to the holder) to the adres of such holder apearing on the Register of

Warantholders or such other adres as specified in the Exercise Notice.

5.5 Formalities Fre of Charge

Registration of a transfer of Warants wil be efected without charge by or on behalf of the Isuer,

but only upon: (i) payment (or the giving of such indemnity as the Isuer may reasonably require)

in respect of any tax or other governmental charges which may be imposed in relation to such

transfer; and (i) the Isuer, acting reasonably, being satisfied that the regulations concerning the

transfer of Warants have ben complied with.

6. EXERCISE

6.1 Exercise Period

Subject to Clause 8.1(b) and as hereinafter provided, the Warantholder has the right to exercise

the Warant in whole or in part and subscribe for Shares at the Exercise Price any time during the

Exercise Period. Subject to and upon compliance with the provisions of this Condition, the Exercise

Rights ataching to the Warant may be exercised, at the option of the holder thereof, at any time

on or after the Isue Date up to the close of busines (at the place where the Warant Certificate

evidencing such Warant is deposited for exercise) on the Expiration Date (but in no event

thereafter) (the “Exercise Period”). After the close of busines on the Expiration Date, the Exercise

Rights shal irevocably lapse and the Warant shal cease to be valid for any purpose.

6.2 Exercise Conditions

(a) The right of the Warantholder(s) to exercise the Warant shal be subject to the

fulfilment, to the reasonable satisfaction of the Isuer, of the folowing condition(s) (the

“Exercise Condition(s)”):

(i) The Warantholder(s) (whether by oneself or with one another Warantholder)

must make or procure third party investor(s) to make Qualified Investment(s),

being investment with an agregate Value of no les than US$100 milion or

equivalent (or such other amount as mutualy agred betwen the Isuer and the

Warantholder) (“Minimum Investment”), in cash and/or asets of equivalent

Value, by the third (3

) aniversary of the isue date of the Warant (“Minimum

Investment Deadline”), in acordance with the folowing conditions:

, a “Qualified Investment(s)” shal mean:

(A) an investment made in cash for new Securities isued by the Isuer, where

(Execution Version)

the subscription price and terms of isuance are aceptable to the Isuer

and comply with aplicable Laws and the Listing Rules. “Securities” shal

mean any financial instruments isued by the Isuer that represent

ownership, debt, or other rights in the Isuer, including but not limited to

shares (ordinary, preference, or other clases), bonds, debentures,

convertible instruments, warants, options, hybrid instruments, or any

other instruments that are recognized as securities under aplicable Laws

and the Listing Rules, and that may be isued in compliance with the

Isuer’s constitutional documents and al aplicable regulatory

requirements; or

(B) an investment made through the transfer of asets of equivalent value,

where such asets are aceptable to the Isuer, independently apraised to

the Isuer’s reasonable satisfaction, and capable of being monetized or

utilized by the Isuer in its busines operations.

(2) The Qualified Investment must comply with al aplicable Laws and the

Listing Rules, and al necesary consents, aprovals, and waivers required for

the investment must be obtained.

(3) The Minimum Investment must be completed at least ten (10) Busines Days

before the Warantholder delivers its notice of intention to exercise the

Warant.

, “Value” shal mean the agregate fair

market value of the cash and/or asets provided as part of the Qualified

Investment, determined as folows:

(A) Cash Contributions: For cash contributions, the value shal be demed

equal to the amount of cleared funds received in the Isuer’s designated

bank acount, fre and clear of any deductions, set-ofs, or encumbrances,

and denominated in United States Dolars (USD).

(B) Aset Contributions: For asets, the value shal (i) be based on an

independent valuation conducted by an independent qualified valuer

(having the meaning ascribed to it under the Listing Rules), where the

Listing Rules or other aplicable regulations require such valuation; or

(i) where no such requirement exists under the Listing Rules or other

aplicable regulations, be determined in such maner as may be agred

betwen the Isuer and the Warantholder(s), having regard to the type and

nature of the relevant asets.

: Where the investment is made in a curency other than

USD, the value shal be determined based on the prevailing exchange rate

quoted by a leading international bank selected by the Isuer on the date the

funds or asets are received.

’s Determination: The determination of whether the Minimum

Investment threshold has ben met shal be made by the Isuer in god faith

and acting reasonably, and the Isuer’s determination shal be final and

binding, absent manifest eror.

(Execution Version)

(b) The Isuer acknowledges that the Warantholder’s fulfilment of the Exercise Condition

requires the coperation and asistance of the Isuer. Acordingly, the Isuer shal:

(i) Provide al reasonable asistance and coperation to facilitate the fulfilment of

the Exercise Condition, including but not limited to furnishing necesary

information, certifications, or aprovals as required for the Qualified Investment,

in compliance with aplicable Laws and the Listing Rules.

(i) Promptly review and respond to any proposed terms of the Qualified Investment

submited by the Warantholder for aproval, including providing writen

aproval or requesting reasonable amendments to ensure such terms are

comercialy aceptable to the Isuer.

(i) Promptly aply for, obtain, and maintain any consents, aprovals, or waivers

required under aplicable Laws and the Listing Rules for the Qualified Investment,

to the extent such consents, aprovals, or waivers fal within the Isuer’s control

or responsibility.

(iv) Notify the Warantholder in writing as son as reasonably practicable upon receipt

of evidence of fulfilment of the Exercise Condition, specifying:

; or

including any deficiencies in the documentation or proces that must be

remedied.

(v) Act reasonably and in god faith at al times in conection with the

Warantholder’s eforts to fulfil the Exercise Condition.

execution of al necesary transaction documents notify the Warantholder in writing as

son as reasonably practicable upon receipt of evidence of fulfilment of the Exercise

Condition, specifying whether the Exercise Condition has ben satisfied or any aditional

requirements necesary for the exercise of the Warant.

(d) If the Exercise Condition is not fulfiled to the satisfaction of the Isuer on or before the

Minimum Investment Deadline, the right of the Warantholder to exercise the Warant

shal lapse and become nul and void, unles the Isuer agres, in writing and at its sole

discretion, to extend the Minimum Investment Deadline.

6.3 Fractions of Shares

Fractions of Shares wil not be isued on exercise of the Exercise Rights ataching to the Warant

and no cash adjustments wil be made in respect thereof.

6.4 Exercise Procedure

(a) Exercise Notice:

(Execution Version)

(i) To exercise the Exercise Rights ataching to the Warant (which may be exercised

in whole or in part or on multiple ocasions), the holder thereof must complete,

execute, and deposit at their own expense during normal ofice hours at the

Designated Ofice a notice of exercise (an “Exercise Notice”) in duplicate in the

form set out in Schedule 2 to this Instrument, together with the Warant Certificate

and a remitance for the Exercise Monies in ful. An Exercise Notice deposited

outside the normal ofice hours or on a day which is not a Busines Day at the

place of the Designated Ofice shal for al purposes be demed to have ben

deposited with the Isuer during the normal ofice hours on the next Busines Day

folowing such day.

(i) The exercise date in respect of the Warant (the “Exercise Date”) must fal at a

time when the Exercise Rights ataching to the Warant is expresed in these

Conditions to be exercisable (including having fulfiled the Exercise Conditions

to the satisfaction of the Isuer) and wil be demed to be the Trading Day

imediately folowing the date of the surender of the Warant Certificate in

respect of such Warant and delivery of such Exercise Notice and, if aplicable,

any payment to be made or indemnity given under these Conditions in conection

with the exercise of such Exercise Rights. An Exercise Notice once delivered shal

be irevocable and may not be withdrawn unles the Isuer consents in writing to

such withdrawal.

(b) Stamp Duty etc.: The Warantholder delivering the Warant Certificate in respect of the

Warant for exercise must pay: (i) any taxes and capital, stamp, isue and registration

duties arising on exercise (other than any taxes or capital or stamp duties payable by the

Isuer in respect of the alotment and isue of Shares and listing of the Shares on the Stock

Exchange on exercise) (the “Taxes”); and (i) al, if any, taxes arising by reference to any

disposal or demed disposal of the Warant in conection with such exercise, in each case

directly to the relevant authorities. The Isuer is under no obligation to determine whether

the Warantholder is liable to pay any Taxes under this Condition 6.4 and shal not be

liable for any failure of the Warantholder to make such payment. The Isuer wil pay al

other expenses arising on the isue of Shares upon any exercise of Warant.

(i) As son as practicable, and in any event not later than five (5) Trading Days after

the Exercise Date, the Isuer wil, in the case of exercise of Exercise Rights and

in respect of which a duly completed Exercise Notice has ben delivered and the

relevant Warant Certificate and amounts payable by the relevant Warantholder

deposited or paid as required by Conditions 6.4(a) and 6.4(b), register the person

or persons designated for the purpose in the Exercise Notice as holder(s) of the

relevant number of Shares in the Isuer’s share register and wil cause its Hong

Kong share registrar to mail (at the risk, and, if sent at the request of such person

otherwise than by uninsured ordinary mail, at the expense, of the person to whom

such certificate or certificates are sent) such certificate or certificates to the person

and at the place specified in the Exercise Notice, together with any other securities,

property or cash required to be delivered upon exercise and such asignments and

other documents (if any) as may be required by law to efect the transfer thereof.

(i) The number of Shares to be aloted on exercise of the Exercise Rights shal be

calculated by dividing the amount specified in the relevant Exercise Notice and

(Execution Version)

duly remited as aforesaid by the Exercise Price aplicable on the Exercise Date.

No fraction of a Share shal be aloted but any balance representing fractions of

the Exercise Monies paid on exercise of the Exercise Rights wil be retained for

the benefit of the Isuer.

(i) If the Exercise Date in relation to the Warant shal be after the Record Date for

any isue, distribution, grant, ofer or other event as gives rise to the adjustment

of the Exercise Price pursuant to Condition 6.4, but before the relevant adjustment

becomes efective under the relevant Condition, upon the relevant adjustment

becoming efective the Isuer shal within ten Busines Days alot to the exercising

Warantholder such aditional number of Shares as, together with the Shares

originaly aloted, is equal to the number of Shares which would have ben

required to be aloted on exercise of the Warant if the relevant adjustment to the

Exercise Price had ben made and become efective imediately after the relevant

Record Date (or in acordance with the instructions contained in the Exercise

Notice (subject to aplicable exchange control or other laws and regulations).

(iv) The person or persons designated in the Exercise Notice wil become the holder(s)

of record of the number of Shares isuable upon exercise with efect from the date

he is or they are registered as such in the Isuer’s register of members (the

“Registration Date”). The Shares isued upon exercise of the Warant wil in al

respects rank pari pasu with the Shares in isue on the relevant Registration Date.

Save as set out in these Conditions, a holder of Shares isued on exercise of

Warant shal not be entitled to any rights the Record Date for which precedes the

relevant Registration Date.

(v) If the Record Date for the payment of any Dividend or other distribution in respect

of the Shares is on or after the Exercise Date in respect of any Warant, but before

the Registration Date (disregarding any retroactive adjustment of the Exercise

Price refered to in this Condition 6.4(c) prior to the time such retroactive

adjustment shal have become efective), the Isuer wil pay to the exercising

Warantholder or his designe an amount (the “Equivalent Amount”) equal to

the Fair Market Value of any such Dividend or other distribution to which he

would have ben entitled had he on that Record Date ben such a shareholder of

record and wil make the payment at the same time as it makes payment of the

Dividend or other distribution, or as son as practicable thereafter, but, in any

event, not later than seven days thereafter. The Equivalent Amount shal be paid

by means of a HK dolar cheque drawn on a bank in Hong Kong and sent to the

adres specified in the relevant Exercise Notice.

6.5 Liquidation Event

On a liquidation, disolution, winding-up (whether voluntary or involuntary) of the Isuer, al

Exercise Rights which have not ben exercised prior to the comencement of the liquidation,

disolution, winding-up (whether voluntary or involuntary) of the Isuer (as the case may be) shal

lapse and the Warant wil cease to be valid with imediate efect for the purpose of exercising any

Exercise Rights.

6.6 Adjustments to Exercise Price

The Exercise Price wil be subject to adjustment in the folowing events:

(Execution Version)

(a) Consolidation, Subdivision or Reclasification: If and whenever there shal be an alteration

to the nominal value of the Shares as a result of consolidation, subdivision or reclasification,

the Exercise Price shal be adjusted by multiplying the Exercise Price in force imediately

before such alteration by the folowing fraction:

𝐴

𝐵

where:

A is the nominal amount of one Share imediately after such alteration; and

B is the nominal amount of one Share imediately before such alteration. Such adjustment

shal become efective on the date the alteration takes efect.

(b) Capitalisation of Profits or Reserves:

(A) If and whenever the Isuer shal isue any Shares credited as fuly paid to the

Shareholders by way of capitalisation of profits or reserves (including any share

premium acount) including Shares paid up out of distributable profits or reserves

and/or share premium acount isued, save where Shares are isued in lieu of the

whole or any part of a specificaly declared cash Dividend (the “Relevant Cash

Dividend”), being a Dividend which the Shareholders concerned would or could

otherwise have received and which would not have constituted a Capital

Distribution (a “Scrip Dividend”), the Exercise Price shal be adjusted by

multiplying the Exercise Price in force imediately before such isue by the

folowing fraction

𝐴

𝐵

where:

A is the agregate nominal amount of the isued Shares imediately before such isue; an

B is the agregate nominal amount of the isued Shares imediately after such isue.

Such adjustment shal become efective on the date of isue of such Shares or if a record date

is fixed therefor, imediately after such record date.

(A) In the case of an isue of Shares by way of a Scrip Dividend where the Curent

Market Price of such Shares on the date of anouncement of the terms of such isue

of Shares multiplied by the number of Shares isued exceds the amount of the

Relevant Cash Dividend or the relevant part thereof and which would not have

constituted a Capital Distribution, the Exercise Price shal be adjusted by

multiplying the Exercise Price in force imediately before the isue of such Shares

by the folowing fraction:

𝐴+𝐵

𝐴+𝐶

(Execution Version)

where:

A is the agregate nominal amount of the isued Shares imediately before such isue;

B is the agregate nominal amount of Shares isued by way of such Scrip Dividend multiplied

by a fraction of which: (i) the numerator is the amount of the whole (or the relevant part) of

the Relevant Cash Dividend; and (i) the denominator is the Curent Market Price of the

Shares isued by way of Scrip Dividend in respect of each existing Share in lieu of the whole

(or the relevant part) of the relevant cash dividend; and

C is the agregate nominal amount of Shares isued by way of such Scrip Dividend.

Such adjustment shal become efective on the date of isue of such Shares or if a record date

is fixed therefor, the day imediately after such record date.

to the Shareholders (except where the Exercise Price fals to be adjusted under Condition

6.6(b) above), the Exercise Price shal be adjusted by multiplying the Exercise Price in force

imediately before such Capital Distribution by the folowing fraction:

𝐴−𝐵

𝐴

where:

A is the Curent Market Price of one Share on the last Trading Day preceding the date on

which the Capital Distribution is publicly anounced; and

B is the Fair Market Value on the date of such anouncement of the portion of the Capital

Distribution atributable to one Share.

Such adjustment shal become efective on the date that such Capital Distribution is made.

(d) Dividends: If and whenever the Isuer shal pay or make any Dividend to the Shareholders,

the Exercise Price shal be adjusted by multiplying the Exercise Price in force imediately

before such Dividend by the folowing fraction:

𝐴−𝐵

𝐴

where:

A is the Curent Market Price of one Share on the last Trading Day preceding the date on

which the Dividend is publicly anounced; and

B is the Fair Market Value on the date of such anouncement of the portion of the cash

distribution atributable to one Share.

Such adjustment shal become efective on the date that such Dividend is paid.

(e) Rights Isues of Shares or Options over Shares: If and whenever the Isuer shal isue Shares

(Execution Version)

to al or substantialy al Shareholders as a clas by way of rights, or isue or grant to al or

substantialy al Shareholders as a clas, by way of rights, of options, warants or other rights

to subscribe for or purchase any Shares, in each case at les than the Curent Market Price per

Share, the Exercise Price shal be adjusted by multiplying the Exercise Price in force

imediately before such isue or grant by the folowing fraction:

𝐴+𝐵

𝐴+𝐶

where:

A is the number of Shares in isue imediately before such anouncement;

B is the number of Shares which the agregate amount (if any) payable for the Shares isued

by way of rights or for the options or warants or other rights isued or granted by way of

rights and for the total number of Shares comprised therein would purchase at such Curent

Market Price per Share; and

C is the agregate number of Shares isued or, as the case may be, comprised in the isue or

grant.

Such adjustment shal become efective on the date of isue of such Shares or isue or grant

of such options, warants or other rights (as the case may be).

(f) Rights Isues of Other Securities: If and whenever the Isuer shal isue any securities (other

than Shares or options, warants or other rights to subscribe for or purchase Shares) to al or

substantialy al Shareholders as a clas, by way of rights, or the isue or grant to al or

substantialy al Shareholders as a clas by way of rights, of any options, warants or other

rights to subscribe for or purchase or otherwise acquire, any securities (other than Shares or

options, warants or other rights to subscribe for or purchase Shares), the Exercise Price shal

be adjusted by multiplying the Exercise Price in force imediately before such isue or grant

by the folowing fraction:

𝐴−𝐵

𝐴

where:

A is the Curent Market Price of one Share on the last Trading Day preceding the date on

which such isue or grant is publicly anounced; and

B is the Fair Market Value on the date of such anouncement of the portion of the rights

atributable to one Share.

Such adjustment shal become efective on the date of isue of the securities or grant of such

rights, options or warants (as the case may be).

(g) Isues at les than Curent Market Price: If and whenever the Isuer shal isue (otherwise

than as mentioned in Condition 6.6(d) any Shares (other than Shares isued on the exercise

of Exercise Rights or the options granted by the Isuer pursuant to its employe share option

schemes, or any other rights of conversion into, or exchange or subscription for, Shares) or

(Execution Version)

the isue or grant of (otherwise than as mentioned in Condition 6.6(e) above and other than

the options granted by the Isuer pursuant to its employe share option schemes) options,

warants or other rights to subscribe or purchase Shares in each case at a price per Share

which is les than the Curent Market Price on the last Trading Day preceding the date of

anouncement of the terms of such isue, the Exercise Price shal be adjusted by multiplying

the Exercise Price in force imediately before such isue or grant by the folowing fraction:

𝐴+𝐵

𝐴+𝐶

where:

A is the number of Shares in isue imediately before the isue of such aditional Shares or

the grant of such options, warants or other rights to subscribe for or purchase any Shares;

B is the number of Shares which the agregate consideration (if any) receivable by the Isuer

for such aditional Shares to be isued or otherwise made available or, as the case may be,

upon the exercise of any such options, warants or rights, would purchase at such Curent

Market Price per Share; and

C is the maximum number of aditional Shares isued or the maximum number of Shares that

may be isued upon exercise of such options, warants or rights.

References to aditional Shares in the above formula shal, in the case of an isue or grant by

the Isuer of options, warants or other rights to subscribe for or purchase Shares, mean such

Shares to be isued, or otherwise made available, asuming that such options, warants or

other rights are exercised in ful at the initial exercise price (if aplicable) on the date of isue

or grant of such options, warants or other rights.

Such adjustment shal become efective on the date of isue of such aditional Shares or, as

the case may be, the grant of such options, warants or other rights.

(h) Other Isues at les than Curent Market Price: Save in the case of an isue of securities

arising from a conversion or exchange of other existing securities in acordance with the

terms aplicable to such existing securities themselves faling within the provisions of this

Condition 6.6(h), if and whenever the Isuer or any Subsidiary of the Isuer (otherwise than

as mentioned in Conditions 6.6(d), 6.6(f) or 6.6(g) above) or (at the direction or request of or

pursuant to any arangements with the Isuer or any Subsidiary) any other company, person

or entity (otherwise than as mentioned in Conditions 6.6(d), 6.6(f) or 6.6(g) above) shal isue

any securities (other than the Warant and the options granted by the Isuer pursuant to its

employe share option schemes) which by their terms of isue cary (directly or indirectly)

rights of exercise into, or exchange or subscription for or purchase of, or to otherwise acquire,

Shares isued or to be isued by the Isuer or securities which by their terms may be

redesignated Shares receivable upon conversion, exchange, subscription or redesignation at

a consideration per Share which is les than the Curent Market Price on the last Trading Day

preceding the date of anouncement of the terms of isue of such securities, the Exercise Price

shal be adjusted by multiplying the Exercise Price in force imediately before such isue by

the folowing fraction:

𝐴+𝐵

𝐴+𝐶

(Execution Version)

where:

A is the number of Shares in isue imediately before such isue or grant (but where the

relevant securities cary rights of conversion into, or rights of exchange or subscription for,

or purchase or acquisition of, Shares which have ben isued by the Isuer for the purposes

of, or in conection with, such isue, les the number of Shares so isued);

B is the number of Shares which the agregate consideration (if any) receivable by the Isuer

for the Shares to be isued or otherwise made available upon exercise or exchange or on

exercise of the right of subscription or purchase or acquisition atached to such securities or,

as the case may be, the Shares would purchase at such Curent Market Price per Share; and

C is the maximum number of Shares to be isued or otherwise made available upon exercise

or exchange of such securities or on the exercise of such rights of subscription or purchase or

acquisition atached thereto at the initial exercise, exchange or subscription price or rate or,

as the case may be, the maximum number of Shares to be isued or to arise or to be made

available from any such redesignation.

Such adjustment shal become efective on the date of isue of such securities.

(i) Modification of Rights of Exercise etc.: If and whenever there is any modification of the rights

of exercise, exchange, subscription, purchase or acquisition ataching to any such securities

as are mentioned in Condition 6.6(h) above (other than in acordance with the existing terms

aplicable to such securities) so that the consideration per Share (for the number of Shares

available on exercise, exchange or subscription folowing the modification) is les than the

Curent Market Price on the last Trading Day preceding the date of anouncement of the

proposals for such modification, the Exercise Price shal be adjusted by multiplying the

Exercise Price in force imediately before such modification by the folowing fraction:

𝐴+𝐵

𝐴+𝐶

where:

A is the number of Shares in isue imediately before such modification (but where the

relevant securities cary rights of conversion into, or rights of exchange or subscription for,

or purchase or acquisition of, Shares which have ben isued by the Isuer for the purposes

of, or in conection with, such isue, les the number of Shares so isued);

B is the number of Shares which the agregate consideration (if any) receivable by the Isuer

for the Shares to be isued, or otherwise made available, on exercise or exchange or on

exercise of the right of subscription, purchase or acquisition atached to the securities so

modified would purchase at such Curent Market Price per Share or, if lower, the existing

exercise, exchange, subscription or purchase price of such securities; and

C is the maximum number of Shares to be isued, or otherwise made available, on exercise

or exchange of such securities or on the exercise of such rights of subscription, purchase or

acquisition atached thereto at the modified exercise, exchange, subscription or purchase price

or rate but giving credit in such maner as the Expert considers apropriate (if at al) for any

previous adjustment under this Condition 6.6(h) or Condition 6.6(i) above.

(Execution Version)

Such adjustment shal become efective on the date of modification of the rights of exercise,

exchange, subscription, purchase or acquisition ataching to such securities.

(j) Other Ofers to Shareholders: If and whenever there is an isue, sale or distribution by or on

behalf of the Isuer or any Subsidiary or (at the direction or request of or pursuant to any

arangements with the Isuer or any Subsidiary) any other company, person or entity of any

securities in conection with an ofer by or on behalf of the Isuer or any Subsidiary or such

other company, person or entity pursuant to which ofer the Shareholders generaly (meaning

for these purposes the holders of at least 50 per cent. of the Shares outstanding at the time

such ofer is made) are entitled to participate in arangements whereby such securities may

be acquired by them (except where the Exercise Price fals to be adjusted under Condition

6.6(d), 6.6(f), 6.6(g) or 6.6(h) above), the Exercise Price shal be adjusted by multiplying the

Exercise Price in force imediately before such isue, sale or distribution by the folowing

fraction:

𝐴−𝐵

𝐴

where:

A is the Curent Market Price of one Share on the last Trading Day preceding the date on

which such isue is publicly anounced; and

B is the Fair Market Value on the date of such anouncement of the portion of the rights

atributable to one Share.

Such adjustment shal become efective on the date of isue, sale or distribution of the

securities.

(k) Other Events: If either: (i) the rights of conversion, exchange, purchase or subscription

ataching to any options, rights or warants to subscribe for or purchase Shares or any

securities convertible into or exchangeable for Shares or the rights caried by such securities

to subscribe for or purchase Shares are modified (other than pursuant to, and as provided in,

the existing terms and conditions of such options, rights, warants or securities); or (i) the

Isuer determines that an adjustment should be made to the Exercise Price as a result of one

or more events or circumstances not refered to in any other provisions of this Condition 6.6

which in either case have or would have an efect on the position of the Warantholder as a

clas compared with the position of the holders of al the securities (and options, rights and

warants relating thereto) of the Isuer, taken as a clas, which is analogous to any of the

events refered to in Conditions 6.6(a)(a) to (j) (including any demerger, spin-of or similar

arangement in respect of any busines of the Isuer and its Subsidiaries), then, in any such

case, the Isuer shal at its own expense request the Expert to determine as son as practicable

what adjustment (if any) to the Exercise Price is fair and reasonable to take acount thereof,

if the adjustment would result in a reduction in the Exercise Price, and the date on which such

adjustment should take efect and upon such determination such adjustment (if any) shal be

made and shal take efect in acordance with such determination provided that where the

circumstances giving rise to any adjustment pursuant to this Condition 6. 6 have already

resulted or wil result in an adjustment to the Exercise Price or where the circumstances giving

rise to any adjustment arise by virtue of circumstances which have already given rise or wil

give rise to an adjustment to the Exercise Price, such modification (if any) shal be made to

(Execution Version)

the operation of the provisions of this Condition 6.6 as may be advised by the Expert to be in

its opinion apropriate to give the intended result.

6.7 Al costs, charges, liabilities and expenses incured in conection with the apointment, retention,

consultation and remuneration of the Expert apointed under these Conditions shal be borne by

the Isuer, provided that the Isuer’s liability shal not exced an amount that is fair and reasonable

in the circumstances. The Isuer shal have the right to aprove the apointment and terms of

engagement of the Expert, including the fes and scope of work, before any such costs are incured.

6.8 On any adjustment, the relevant Exercise Price, if not an integral multiple of one Hong Kong cent,

shal be rounded of to the nearest four decimal places of one Hong Kong cent. No adjustment shal

be made to the Exercise Price where such adjustment (rounded down, if aplicable) would be les

than one per cent. of the Exercise Price then in efect. Any adjustment not required to be made, and

any amount by which the Exercise Price has not ben rounded down, shal be caried forward and

taken into acount in any subsequent adjustment. Notice of any adjustment shal be given to the

Warantholder (in acordance with Condition 13) as son as practicable after the determination

thereof.

6.9 Where more than one event which gives or may give rise to an adjustment to the Exercise Price

ocurs within such a short period of time that in the opinion of the Expert, the foregoing provisions

would ned to be operated subject to some modification in order to give the intended result, such

modification shal be made to the operation of the foregoing provisions as may be advised by the

Expert, to be in its opinion apropriate in order to give such intended result.

6.10 No adjustment shal be made to the Exercise Price where Shares or other securities (including

rights, warants or options) are isued, ofered, exercised, aloted, apropriated, modified or

granted to or for the benefit of employes, former employes, contractors or former contractors

(including directors holding or formerly holding executive ofice) of the Isuer or any Subsidiary,

pursuant to any share option scheme or plan that is duly adopted by the Isuer in acordance with

the Listing Rules.

7. UNDERTAKINGS

7.1 The Isuer undertakes and warants, inter alia, that so long as the Warant remains outstanding, it

shal:

(a) use al reasonable endeavours: (i) to maintain a listing for al the isued Shares on the Stock

Exchange; and (i) to obtain and maintain a listing for al the Shares isued on the exercise

of the Exercise Rights ataching to the Warant on the Stock Exchange; and

(b) reserve, fre from any pre-emptive or other similar rights, out of its authorised but unisued

ordinary share capital, the ful number of Shares liable to be isued on exercise of the

Warant from time to time and wil ensure that al Shares wil be duly and validly isued

as fuly-paid.

7.2 The Isuer shal give notice to the Stock Exchange and the Warantholder(s) in acordance with

Condition 13 of any change in the Exercise Price. Any such notice relating to a change in the

Exercise Price shal set forth the event giving rise to the adjustment, the Exercise Price prior to such

adjustment, the adjusted Exercise Price and the efective date of such adjustment.

7.3 Subject to compliance with the provisions of the articles of asociation of the Isuer and the

(Execution Version)

aplicable Listing Rules:

(a) the Initial Warantholder shal have the right during the Exercise Period to nominate one

person to serve as the position of senior adviser of the Isuer by giving notice in writing to

the Isuer; and

(b) the Isuer shal undertake to use its reasonable endeavours to convene a meting of the

Board for the apointment of the person nominated by the Initial Warantholder, provided

that (i) such person shal be suitable for acting in the position of senior adviser, as

determined by the Board in god faith and to the extent required by aplicable law and

regulations; and (i) such apointment shal be subject to the execution of a contract

betwen the Isuer and such person, seting out the terms and conditions of such

engagement, including duties, responsibilities, remuneration (if any), and duration of

apointment, in acordance with the Isuer’s corporate governance requirements.

PROVIDED THAT: (i) the right of nomination under this Condition 7.3 shal only be available to

the Initial Warantholder, for so long as the Initial Warantholder is the holder of any Warant; and

(i) for the avoidance of doubt, no subsequent Warantholder, nor any transfere of the Warant

(whether in whole or in part), shal be entitled to exercise the rights under this Condition 7.3.

8. LAPSE AND CANCELATION

8.1 The Warant shal automaticaly lapse and become nul and void, and al rights of the Warantholder

to exercise the Warant shal cease imediately upon the ocurence of any of the folowing events:

(a) Failure to Exercise: If the Warant is not exercised on or before the Expiration Date, as

specified in these Conditions.

(b) Non-fulfilment of Exercise Condition: If the Warantholder fails to fulfil the Exercise

Conditions, to the satisfaction of the Isuer, by the Minimum Investment Deadline as

provided in this Instrument.

subject to any procedings for liquidation, winding-up, or administration.

(d) Termination Event: If a Termination Event ocurs and is not remedied within 28 Busines

Days.

8.2 Upon lapse, the Warant shal no longer confer any rights upon the Warantholder, and the Isuer

shal have no further obligations in respect of the Warant.

9. MODIFICATION

9.1 Subject to compliance with the Listing Rules, any modification to this Instrument and/or any of the

Conditions may be efected only by ded pol, executed by the Isuer and expresed to be

suplemental hereto, and only if it shal first have ben agred by the Warantholder.

9.2 A memorandum of every such suplemental ded pol shal be endorsed on this Instrument.

9.3 Notice of every modification to this Instrument shal promptly be given to the Warantholder.

(Execution Version)

10. METINGS OF WARANTHOLDERS

The provisions of Schedule 4 relating to metings of Warantholders shal have ful efect as if the

same had ben incorporated herein. To the extent that the provisions of the Third Schedule and any

further regulations prescribed by the Company under paragraph 20 of Schedule 4 do not specificaly

regulate any aspect of metings of Warantholders, including, without limitation, any mater to do

with convening notice, apointment of proxies, atendance, adjournment, conduct, voting and

recording procedings in relation to metings of Warantholders, the equivalent provisions of the

Constitution for the time being relating to metings of holders of Shares shal aply, mutatis

mutandis, to metings of Warantholders and shal have ful efect as if the same had ben

incorporated herein.

11. VOTING AND OTHER RIGHTS

The Warantholder wil not be entitled to receive notice of or atend or vote at general metings of

the Isuer by reason only of being the holders of the Warant. The Warantholder wil not be entitled

to participate in any distribution and/or ofers of further securities made by the Isuer by reason

only of being the holders of the Warant.

12. REPLACEMENT OF WARANT CERTIFICATE

If the Warant Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the

Designated Ofice upon payment by the claimant of such costs as may be incured in conection

therewith and on such terms as to evidence and indemnity as the Isuer may reasonably require.

Mutilated or defaced Warant Certificate must be surendered before replacements wil be isued .

13. FURTHER ISUES

The Isuer may, upon the consent of the Warantholder (if there are more than one Warantholder,

a majority of the Warantholders), create and isue further warants having the same terms and

conditions as the Warant in al respects (other than the date of isue).

14. NOTICES

Al notices to Warantholder shal be validly given if mailed to them at their respective adreses in

the Register of Warantholders. Any such notice shal be demed to have ben given on the later

of the date of such publication and the seventh day after being so mailed to the Warantholder, as

the case may be.

15. SEVERABILITY

Al the provisions of this Instrument and/or Condition are severable and if any provision is held to

be invalid or unenforceable by any court of competent jurisdiction then such invalidity or

unenforceability shal not afect the remaining provisions of this Instrument and/or the Conditions.

16. THIRD PARTY RIGHTS

15.1 The provisions of this Instrument and the Conditions are made for the benefit of the Warantholder,

acordingly, the Warantholder may in its own right enforce such provisions in acordance with

the provisions of the Contracts (rights of Third Parties) Ordinance (Chapter 623 of the Laws of

Hong Kong).

(Execution Version)

15.2 Unles expresly provided to the contrary in this Instrument, the Contracts (Rights of Third Parties)

Ordinance shal not under any circumstances aply to any provision of this Instrument and/or any

Condition and any person who is not a party to this Instrument shal have no right whatsoever to

enforce any provision of this Instrument and/or any Condition.

17. GOVERNING LAW AND JURISDICTION

16.1 This Instrument, as to which time shal be of the esence, is governed by and shal be construed in

acordance with Hong Kong law.

16.2 The courts of Hong Kong shal have exclusive jurisdiction to setle any dispute or claim arising out

of or in conection with this Instrument or the Warant isued pursuant to it, including any question

regarding its existence, validity, or termination. By executing this Ded, the Isuer irevocably

submits to the exclusive jurisdiction of the courts of Hong Kong for these purposes. The

Warantholder, by acepting and holding the Warant, is demed to irevocably submit to the

exclusive jurisdiction of the courts of Hong Kong in respect of any such dispute or claim and waives

any objection to procedings in such courts on the grounds of venue or on the grounds that

procedings have ben brought in an inconvenient forum.

16.3 Nothing in this Clause shal prevent the Isuer or the Warantholder from seking interim or

interlocutory relief in the courts of Hong Kong or any other court of competent jurisdiction.

[the folowing part is intentionaly left blank]

(Execution Version)

EXECUTION PAGE OF THE WARANT INSTRUMENT

IN WITNES whereof the Isuer has caused its Comon Seal to be afixed hereto the day and year first

above writen.

The COMON SEAL of )

China Partytime Culture Holdings Limited )

中国派对文化控股有限公司 )

was hereunto afixed )

in the presence of: )

(Execution Version)

Schedule 1: FORM OF WARANT CERTIFICATE

Exercise Amount of Warant (HK$) Certificate No.

[*] 0001

China Partytime Culture Holdings Limited

(中国派对文化控股有限公司)

(a company incorporated in the Cayman Islands with limited liability)

Warant to Subscribe for Ordinary Shares

China Partytime Culture Holdings Limited (中国派对文化控股有限公司) (the “Isuer”)

hereby certifies that

PM PARTNERS I LP

is, at the date hereof, entered in the Isuer’s register of Warantholders as the holder of the warant (the

“Warant”) to subscribe for ordinary shares with a par value of HK$0.01 each in the capital of the Isuer

(the “Shares”). The Warant forms part of an authorised isue of warants to subscribe in agregate at

the Exercise Price (as defined in the Warant Instrument) for Shares up to a maximum value of HK$[*]

and is constituted by the warant instrument executed by the Isuer as a ded pol dated [*Date] (the

“Warant Instrument”). The Warant is subject to, and has the benefit of, that Warant Instrument and

the terms and conditions set out therein, which is enforceable by the Warantholder (as defined in the

Warant Instrument) against the Isuer, and by the Isuer against the Warantholder, insofar as the

Warant is concerned.

This Certificate is evidence of entitlement only. Title to the Warant pases only on due registration in

the register of Warantholders and only the duly registered holder is entitled to exercise the Warant in

respect of which this Certificate is isued.

This Certificate is governed by, and shal be construed in acordance with, the laws of Hong Kong.

IN WITNES whereof the Isuer has executed this Certificate as a ded on [*Date].

EXECUTED AS A DED by )

China Partytime Culture Holdings Limited )

中国派对文化控股有限公司 )

In the presence of: )

(Execution Version)

Schedule 2: FORM OF EXERCISE NOTICE

China Partytime Culture Holdings Limited

(中国派对文化控股有限公司)

Warant to subscribe for Ordinary Shares

EXERCISE NOTICE

(To be completed in duplicate) (Please read the notes overleaf before completing this Notice.)

Name :

Date :

Adres :

Signature :

To: China Partytime Culture Holdings Limited (中国派对文化控股有限公司) (the “Isuer”)

I/We, by or on behalf of the holder or beneficial owner of the Warant (the “Warant”) specified below,

hereby elect to exercise the Warant and subscribe for ordinary shares of the Isuer (the “Shares”) in

acordance with Condition 6 of the terms and conditions of the Warant.

1. Exercise Amount of Warant to be exercised and certificate number in respect of such Warant:

Exercise Amount of Warant to be exercised (HK.$):.

Certificate number of Warant:.

2. Name(s), adres(es) and signature(s) of person(s) in whose name(s) the Shares required to be

delivered on exercise are to be registered:-

Name:. .

Adres:.

Signature:.

3. I/We hereby request that the certificates for the Shares (or other securities) required to be delivered

upon exercise be dispatched (at my/our risk and expense if dispatched other than by ordinary mail)

to the person whose name and adres is given below and in the maner specified below:

Name:. .

Adres:.

Maner of dispatch (if other

than by ordinary mail):.

(Execution Version)

4. I/We hereby request that any cash amount (or property) required to be delivered upon exercise be

dispatched by cheque (at my/our risk and expense if dispatched by other than ordinary mail) to the

person whose name and adres is given below and in the maner specified below:

Name:. .

Adres:.

Maner of dispatch (if other

than by ordinary mail):.

5. I/We hereby request that a balance Warant Certificate (if any) in registered form in respect of the

Exercise Amount represented by the acompanying Warant Certificate and remaining unexercised

be isued in the name(s) of the person(s) whose name(s) stand(s) in the Register of Warantholders

as the Warantholder(s) of the Warant represented by this Warant Certificate and that such

certificate(s) be dispatched (at my/our risk and expense if dispatched other than by ordinary mail)

to the person whose name and adres is given below and in the maner specified below:

Name:. .

Adres:.

Maner of dispatch (if other

than by ordinary mail):.

6. The Certificate representing the Warant exercised hereby acompany this Exercise Notice.

7. I/we make payment in ful for the Shares to be subscribed by sending herewith a cheque for the ful

amount mentioned in paragraph 2 of this form.

8. I/We hereby declare that al aprovals, consents and authorisations (if any) required by the laws of

to which I am / we are subject and to be obtained by me/us prior to the said exercise have ben

obtained and are in ful force and efect and that any aplicable condition thereto has ben complied

with by me/us.

Notes:

, Sections 1, 2, 3 and (if

aplicable) 4 are completed.

(2) Your atention is drawn to Condition 6.4 of the Warant Instrument with respect to the

conditions precedent which must be fulfiled before the Warant specified above wil be treated

as efectively eligible for exercise.

(3) Cheque(s) should be drawn in Hong Kong dolars on a bank in Hong Kong or such other place

as may be determined by the Isuer and be made payable to “China Partytime Culture

Holdings Limited”

, cash or property wil be made at the risk and

expense of the exercising Warantholder if dispatched other than by ordinary mail and the

exercising Warantholder wil be required to prepay the expenses of, and submit any necesary

documents required in order to efect, despatch in the maner specified.

(5) If an adjustment contemplated by the terms and conditions of the Warant is required in respect

of an exercise of Warant where aditional Shares are to be isued, certificates for the aditional

(Execution Version)

Shares deliverable pursuant to such adjustment (together with any other securities, property or

cash) wil be delivered or despatched in the same maner as the Shares, other securities,

property and cash previously isued pursuant to the relevant Exercise Notice.

For the Isuer’s use only:-

1 (A) Warant exercise identification reference:.

(B) Exercise Date:.

2 (A) Exercise Amount of Warant (HK.$) in respect of which Certificates have ben deposited for

exercise:.

(B) Exercise Price on Exercise Date:.

(disregard fractions)

3 (If aplicable) amount of cash payment due to exercising Warantholder under Condition

6.4(c)(v) .

Note: The Isuer must complete items 1, 2 and (if aplicable) 3.

(Execution Version)

Schedule 3: FORM OF TRANSFER

FORM OF TRANSFER

China Partytime Culture Holdings Limited

Warants to subscribe for Ordinary Shares

TRANSFER NOTICE

FOR VALUE RECEIVED the undersigned hereby transfers to

Name: .

Adres: .

(PLEASE PRINT OR TYPEWRITE NAME AND ADRES OF TRANSFERE)

[*number] Warant] (the “Relevant Warant”) in respect of which the enclosed Warant

Certificate is isued, and al rights in respect thereof.

Al payments in respect of the Relevant Warant hereby transfered are to be made (unles

otherwise instructed by the transfere) to the folowing acount or, if no acount is specified, by

cheque posted to the adres above:

Name of bank: .

HK$ acount number: .

For the acount of: .

SIGNED BY ) SIGNATURE _

FOR AND ON BEHALF OF )

[*] ) NAME _

Notes:

(a) A representative of the holder of the Warant should state the capacity in which he signs,

e.g. executor.

(b) The signature of the persons efecting a transfer shal conform to any list of duly authorised

specimen signatures suplied to the Isuer by the registered holder or be certified by a

notary public or in such other maner as the Isuer may require.

(Execution Version)

Schedule 4: PROVISIONS FOR METINGS OF THE WARANTHOLDERS

1. The Isuer at any time may, and upon a request in writing of the Warantholders holding not les

than one-tenth of the Exercise Rights of al Warants for the time being outstanding and exercisable

shal, convene a meting of the Warantholders. Every such meting shal be held at such place as

the Directors may aprove.

2. At least 21 clear days’ notice of any meting of the Warantholders shal be given to the

Warantholders. The notice shal specify the day, time and place of the meting and the terms of

the resolutions to be proposed. The acidental omision to give notice to or the non-receipt of notice

by any of the Warantholders shal not invalidate the procedings at any meting.

3. A person nominated in writing by the majority of the Warantholders shal be entitled to take the

chair at every such meting.

4. At any such meting, holders of Warants and/or proxies representing at least 75% of the agregate

outstanding Warants or Exercise Rights shal form a quorum for the transaction of busines. No

busines (other than the chosing of a chairman) shal be transacted at any meting unles the

requisite quorum is present at the comencement of busines.

5. If within half an hour after the time apointed for any meting a quorum is not present, the meting

shal, if convened upon the requisition of Warantholders, be disolved. In any other case it shal

stand adjourned for such period, not being les than 14 days nor more than 28 days, and to such

time and place, as may be apointed by the chairman. At such adjourned meting two or more

persons present in person holding Warants or being proxies shal form a quorum and shal have

the power to pas any resolution and to decide upon al maters which could properly have ben

dealt with at the meting from which the adjournment tok place had a quorum ben present at

such meting.

6. A Warantholder may authorise such person or persons as it thinks fit to act as its representative

(or representatives) or proxy (or proxies) at any Warantholders’ meting provided that, if more

than one person is so authorised, the authorisation or proxy form must specify the number and clas

of Warants in respect of which each such person is so authorised. The person or persons so

authorised shal be entitled to exercise the same powers on behalf of such Warantholder.

7. The chairman may with the consent of (and shal if directed by) any meting adjourn the same from

time to time and from place to place but no busines shal be transacted at any adjourned meting

except busines which might lawfuly have ben transacted at the meting from which the

adjournment tok place.

8. At least seven (7) clear days’ notice of any meting adjourned through want of a quorum shal be

given in the same maner as of an original meting, and such notice shal state the quorum required

at such adjourned meting. Subject as aforesaid, it shal not be necesary to give any notice of an

adjourned meting.

9. Every question submited to a meting shal be decided in the first instance by a show of hands and

in case of equality of votes the chairman shal both on a show of hands and on a pol have a casting

vote in adition to the vote or votes (if any) to which the chairman may be entitled as a

Warantholder or as a proxy.

(Execution Version)

10. At any meting, unles a pol is (before or on the declaration of the result of the show of hands)

demanded by the chairman or by one or more persons holding one or more Warants or being

proxies and being or representing in the agregate the holders of not les than 10 per cent of al

Warants then outstanding and exercisable, a declaration by the chairman that a resolution has ben

caried or caried by a particular majority or lost or not caried by any particular majority shal be

conclusive evidence of the fact without prof of the number or proportion of the votes recorded in

favour of or against such resolution.

11. If at any meting a pol is so demanded, it shal be taken in such maner and, subject as hereinafter

provided, either at once or after any adjournment, as the chairman directs, and the result of such

pol shal be demed to be the resolution as at the date of the meting at which the pol was

demanded. The demand for a pol shal not prevent the continuance of the meting for the

transaction of any busines other than the question on which the pol has ben demanded.

12. Any pol demanded at any meting on the election of a chairman or on any question of adjournment

shal be taken at the meting without adjournment.

13. The Isuer (through its representatives) and its legal and financial advisers shal be entitled to atend

and speak at any meting of the Warantholders. Save as aforesaid, no person shal be entitled to

atend, speak or vote at any meting of the Warantholders or to join with others in requesting the

convening of such a meting unles he is a Warantholder or the duly authorised representative of

a corporate Warantholder or a duly apointed proxy. Neither the Isuer nor any Subsidiary shal

be entitled to vote, whether on a show of hands or on a pol, in respect of Warants held by it or on

its behalf nor shal the holding of any such Warants count towards a quorum.

14. Subject as provided in paragraph 13 hereof:-

(A) at any meting on a show of hands every Warantholder who is present in person or (in the

case of a corporation) by a duly authorised representative and every person who is a proxy

shal have one vote; and

(B) at any meting on a pol every Warantholder who is present in person or (in the case of a

corporation) by a duly authorised representative and every person who is a proxy as

aforesaid shal have one vote in respect of each Warant held by him. Any person entitled

to more than one vote ned not use al his votes or cast al the votes to which he is entitled

in the same way.

15. A proxy ned not be a Warantholder.

@xecution

Version)

Dated 27 J:une2025

China Partytime Culture Holdings Limited

(FEYTEHITLW€FA.Af,)

(the “Isuer”)

AND

PM PARTNERS I LP

(the “Subscriber”)

EXTENSION AGREMENT

(Execution Version)

THIS EXTENSIONAGREMENT (the “ExtensionAgrement”) is made on27 June2025:

BETWEN:

1. China Part5rtime Culture Holdings Limited (+ Elilf f I |LW.W.A FR a\ El), an exempted

company incorporated in the Cayman Islands, whose registered adres is at Windward 3, Regata

Ofice Park, P.O. Box 1350, Grand Cayman KYl-l108, Cayman Islands and whose shares are listed on

the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1532) (the “Isuer”); *d

2. PM PARTNERS I LP(actingthrough its general partner, PMPARTNERS GPILIMITED, a company

incorporated in the British Virgin Islands with company number 2069118), a limited partrership

registered in the British Virgin Islands with limited partnership number LP245l and having its

registered ofrce at Jayla Place,2nd Flor, Road Town, Tortola VG1110, British Virgin Islands (the

“Subscriber”).

WHEREAS, the Isuer and Subscriber entered into a Warant Subscription Agrement dated 28 March

2025;

AND WHEREAS, the Parties wish to extend the Long Stop Date as defined in the Wanant Subscription

Agrement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agre the

Long Stop Date originaly set for 30 June 2025 is hereby extended to 30 Septemb er 2025 .

[Thefolowing

part is intentionaly left blankJ

(Execution Version)

E)GCUTION PAGE OF THE EXTENSION AGREMENT

IN WITNES WHEREOF this Extension Agrement has ben executed on the day and year first above

writen.

Isuer

Signed by TENG Hao

For and on behalfof

China Partytime Culture Holdings Limited

F E ;l-rf I’f hf+&E.

pRA

E

in the presence of:

Name:

Signature:

Subscriber

Signed by PM PARTNERS GP I LIMITED,

as General Partner

For and on behalfof

PM PARTNERS I LP

)

in the presence of:

Name: lr

Signature:

)

Ja’k- L;

I,tn

Xu Chengwu