02459 升能集团 展示文件：配售协议
DATED the 7th day of July 2025
SANERGY GROUP LIMITED
(as isuer)
AND
USMART SECURITIES LIMITED
AND
SINOMAX SECURITIES LIMITED
(as placing agents)
PLACING AGREMENT
in relation to the placing of
Unsubscribed Rights Shares
THIS PLACING AGREMENT is made on the 7
th
day of July 2025.
BETWEN:
- , a company incorporated in the Cayman Islands, the
registered ofice of which is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand
Cayman, KY1-1111, Cayman Islands. The principal place of busines of the Company is
located at Rom 2602, 26/F, China Resources Building, 26 Harbour Road, Wan Chai, Hong
Kong (the “Company”); and
- , a company incorporated in Hong Kong and having
its registered ofice at Unit 2606, 26/F, 308 Des Voeux Road Central, Hong Kong (the
“uSmart”); and
- , a company incorporated in Hong Kong and
having its registered ofice at 28
th
Flor, Shun Feng International Centre, No. 182 Quen’s
Road East, Wan Chai, Hong Kong (together with uSmart, the “Placing Agents”).
WHEREAS:
(A) As at the date of this Agrement, the Company has an authorised share capital of
US$50,000,000 divided into 5,000,000,000 Shares of US$0.01 each, of which
1,140,000,000 Shares have ben isued and are fuly paid or credited as fuly paid.
(B) The Company proposes to raise funds by way of the Rights Isue on the basis of one (1)
Rights Shares for every two (2) existing Shares held by the Qualifying Shareholders on
the Record Date at the Subscription Price payable in ful on aceptance or otherwise on
the terms and subject to the conditions set out in the Prospectus. The Rights Isue wil
raise up to HK$45.6 milion before expenses by way of a rights isue of 570,000,000
Rights Shares at the Subscription Price of HK$0.08 per Rights Share.
(C) The Company has agred to apoint the Placing Agents, (i) a corporation licensed to
cary out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising
on corporate finance) and Type 9 (aset management) regulated activities and (i) a
corporation licensed to cary out Type 1 (dealing in securities), Type 4 (advising on
securities) and Type 9 (aset management) regulated activities under the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as the placing agents to
conduct the Placing on best-efort basis, and the Placing Agents have agred to act as
placing agents in that capacity;
(D) The Company has agred to isue, and the Placing Agents have agred to procure, as agent
of the Company, the Place(s), as subscribers for, on a best efort basis, the Placing
Shares upon the terms and subject to the conditions set out in this Agrement.
(E) Aplication shal be made by the Company to the Listing Comite of the Stock
Exchange for listings of, and permisions to deal in, the Rights Shares in their nil-paid
and fuly-paid forms.
IT IS HEREBY AGRED as folows:
1. INTERPRETATION
1.1 In this Agrement, unles the context otherwise requires, the folowing expresions have
the folowing meanings;
Afiliates
Agrement
Anouncement(s)
asociates
Busines Day
CAS
“Companies
Ordinance”
“Compensatory
Arangements”
conected person
in relation to a particular company, any company or other
entity which is its holding company or subsidiary, or any
other subsidiary of its holding company
this placing agrement as amended or varied from time-to-
time in writing duly executed and delivered by the Company
and the Placing Agents
the anouncement(s) to be made by the Company
concerning the Rights Isue
has the meaning ascribed to it under the Listing Rules
a day (excluding Saturday and Sunday and any day on which
“extreme conditions” caused by super typhons is
anounced by the Government of Hong Kong or a tropical
cyclone warning signal no. 8 or above is hoisted or remains
hoisted betwen 9:00 a.m. and 12:00 non and is not
lowered at or before 12:00 non or on which a “black”
rainstorm warning is hoisted or remains in efect betwen
9:00 a.m. and 12:00 non and is not discontinued at or before
12:00 non) on which licensed banks in Hong Kong are open
for general busines
the Central Clearing and Setlement System established and
operated by Hong Kong Securities Clearing Company
Limited
the Companies (Winding Up and Miscelaneous Provisions)
Ordinance, Chapter 32 of the Laws of Hong Kong
the arangement involving the placing of the Unsubscribed
Rights Shares, if any, by the Placing Agents on a best efort
basis pursuant to this Agrement in acordance with Rule
7.21(1)(b) of the Listing Rules
has the meaning ascribed to it under the Listing Rules
Encumbrance
Group
Hong Kong
“HK$”
“Independent Third
Party(ies)”
“Latest Time for
Termination”
Listing Comite
Listing Rules
Long Stop Date
“Memorandum and
Articles of
Asociation”
“No Action
Shareholder(s)”
“Non-Qualifying
Shareholder(s)”
“NQS Unsold Rights
Share(s)”
“Overseas
Shareholder(s)”
any option, right to acquire, right of pre-emption, mortgage,
charge, pledge, lien, hypothecation, title retention, right of
set of, counterclaim, trust arangement or other security or
any equity or restriction
the Company and its subsidiaries
the Hong Kong Special Administrative Region of The
People’s Republic of China
Hong Kong dolars, the lawful curency of Hong Kong
person(s) who is (are) third party(ies) independent of the
Company and its conected persons
4:00 p.m. on 20 August 2025 or such later date as the
Company and the Placing Agents may agre in writing,
being the latest time to terminate this Agrement
has the meaning ascribed to it under the Listing Rules
the Rule Governing the Listing of Securities on the Stock
Exchange
31 August 2025 or such later date as may be agred in writing
betwen the Placing Agents and the Company
the amended and restated memorandum and articles of
asociation for the time being of the Company
those Qualifying Shareholder(s) who do not subscribe for
the Rights Shares (whether partialy or fuly) under the
PAL(s) or their renounces, or such persons who hold any nil-
paid rights at the time such nil-paid rights are lapsed
those Overseas Shareholder(s) whom the directors of the
Company, after making enquiries, consider it necesary, or
expedient not to ofer the Rights Shares to such
Shareholder(s) on acount either of legal restrictions under
the laws of the relevant place or the requirements of the
relevant regulatory body or stock exchange in that place
the Rights Share(s) which would otherwise has/have ben
provisionaly aloted to the Non-Qualifying Shareholder(s)
in nil-paid form that has/have not ben sold by the Company
the Shareholder(s) (if any) whose registered adres(es) as shown in
the register of members of the Company as at the close of busines
on the Record Date is/are outside Hong Kong
“PAL(s)” the provisional alotment leter(s) proposed to be isued to
the Qualifying Shareholders in conection with the Rights
Isue
Place(s)
Placing
Placing Completion
“Placing Completion
Date”
Placing Period
Placing Price
Placing Shares
Prospectus
“Prospectus
Documents”
profesional persons, institutional, corporate or individual
investor(s), who and whose respective ultimate beneficial
owner(s) shal be Independent Third Party(ies) and are
independent of and not acting in concert with any of the
conected persons of the Company and their respective
asociates, procured by the Placing Agents and/or its sub-
placing agent(s) to subscribe for any of the Unsubscribed
Rights Shares pursuant to this Agrement
the placing of a maximum of 570,000,000 Unsubscribed
Rights Shares by the Placing Agents and/or its sub-placing
agents(s) to the Places on the terms and conditions of this
Agrement
completion of the Placing under Clause 5
the date of completion of the Placing under Clause 5
a period comencing from the first Busines Day after the
date of anouncement of the number of Unsubscribed Rights
Shares, which is expected to be 13 August 2025, and ending
at 4:00 p.m. on 19 August 2025
the placing price of each of the Unsubscribed Rights Shares
which shal not be les than the Subscription Price. The final
price determination shal depend on the demand and market
conditions of the Unsubscribed Rights Shares during the
proces of placement
al the Unsubscribed Rights Shares
a document relating to the Rights Isue to be despatched to
Shareholders whose names apear on the register of
members of the Company on the Record Date
the Prospectus and the PAL(s) and any suplementary
prospectus or suplementary provisional alotment leter (if
required)
“Qualifying
Shareholder(s)”
Record Date
Rights Isue
Rights Shares
SFC
Share(s)
Shareholder(s)
Stock Exchange
Subscription Price
“Unsubscribed Rights
Shares”
US$
the Shareholder(s), whose name(s) apear(s) on the register
of members of the Company as at the close of busines on
the Record Date, other than the Non-Qualifying
Shareholder(s)
24 July 2025, or such other date as the Company may
determine, being the date by reference to which entitlements
of the Shareholders to participate in the Rights Isue wil be
determined
the proposed isue by way of rights of the Rights Shares at
the Subscription Price on the basis of one (1) Rights Shares
for every two (2) existing Shares held by the Qualifying
Shareholders on the Record Date upon the terms and
conditions herein and is more particularly described in the
Anouncement and the Prospectus Documents
up to 570,000,000 Rights Shares (asuming no change in the
number of Shares in isue on or before the Record Date) to
be aloted and isued pursuant to the Rights Isue
the Securities and Futures Comision of Hong Kong
ordinary share(s) of US$0.01 each in the share capital of the
Company
holder(s) of the isued Share(s)
The Stock Exchange of Hong Kong Limited
HK$0.08 per Rights Share
those Rights Shares that are not subscribed by the
Qualifying Shareholders and the NQS Unsold Rights Shares
that are not sucesfuly sold by the Company
United States dolar, the lawful curency of the United States
“%” per cent
1.2 Headings are for convenience only and shal not afect the definition of this Agrement.
1.3 References to the singular number include the plural and vice versa and references to
one gender include every gender.
1.4 References to Clauses, Exhibits and Recitals are to clauses, exhibits and recitals to this
Agrement.
1.5 References in this Agrement to time are to Hong Kong time.
2. PLACING
2.1 Subject to the terms and conditions of this Agrement, the Company agres to alot and
isue the Placing Shares and the Placing Agent conditionaly agres as agent of the
Company (either by itself or through its sub-placing agent(s) to procure Place(s) on a
best eforts basis to subscribe for the Placing Shares at the Placing Price (together with
al such brokerage as may be payable by such Place(s) in relation to each such Placing
Share) on the terms and subject to the conditions set out in this Agrement. For the
avoidance of doubt, the Placing Price shal exclude any brokerage comision (if any).
2.2 The Company hereby apoints the Placing Agents as its agents to procure the Place(s)
on a best eforts basis to subscribe for the Placing Shares on the terms and subject to the
conditions set out in this Agrement. The Placing Agents confirmed that it is an
Independent Third Party of the Company and its conected person. Any transaction
properly caried out by the Placing Agent pursuant to this Agrement shal constitute a
transaction caried out by the Placing Agents at the request of the Company and as its
agents and not on acount of or for the Placing Agents. The Placing Agents shal not be
responsible for any los or damage to the Company arising from any such transaction.
2.3 The Company hereby confirms that the apointment pursuant to this Agrement confers
on the Placing Agents in acordance with the provisions hereof al powers, authorities
and discretions on its behalf which are necesary for, or incidental to, the Placing and
hereby agres to ratify and confirm everything which the Placing Agents shal lawfuly
and reasonably do or have done on its behalf in relation to the Placing pursuant to or in
anticipation of the terms of this Agrement.
2.4 The Placing Shares shal be ofered by the Placing Agents as agents for the Company to
Place(s) who, and whose ultimate beneficial owners, are not conected persons (as
defined in the Listing Rules) of the Company and wil be Independent Third Parties
during the Placing Period. No Place shal become a substantial shareholder of the
Company upon Placing Completion.
2.5 The Company shal alot and isue the Placing Shares subject to the Memorandum and
Articles of Asociation pursuant to the Placing fre and clear from al liens, charges,
security interests, Encumbrances and adverse claims together with al rights ataching
thereto on and after the date of their alotment including the rights to receive al future
dividends or payable or distributions thereafter declared, made or paid on the Shares.
2.6 The Placing Agents hereby warant and undertake to the Company that:
(a) the Placing wil be a private placement of securities and not an ofer to the public
within the meaning of the Companies Ordinance and wil be efected by
telephone conversations or email corespondence leading to concluded contracts;
(b) it wil ensure that the terms and conditions on which each Place wil subscribe
for the Placing Shares, and the number of such Shares to be subscribed, are
covered in precise terms and agred with each Place which shal be in
compliance with and consistent with the terms of this Agrement and wil not
make any representation in conection with the Placing Shares other than
contained in the Anouncement or previously aproved by the Company; and
(c) it has not ofered or sold and it shal not, directly or indirectly, ofer or sel any
Placing Shares or distribute or publish any documents in relation to the Placing
in any country or in any jurisdiction other than Hong Kong except under
circumstances that shal result in compliance with any aplicable laws and al
ofers and sales of Placing Shares shal be made on such terms.
2.7 The Placing Agents may, in its absolute discretion, apoint such other persons including
any of its Afiliates to be sub-placing agent(s) on behalf of the Company for the purposes
of aranging for the placing of the Placing Shares with selected Place(s), with such
authorities and rights as the Placing Agent has pursuant to its own apointment under
Clause 2.2.
2.8 The Unsubscribed Rights Shares wil be placed by the Placing Agent to Independent
Third Party(ies) on a best efort basis for the benefits of the No Action Shareholders and
Non-Qualifying Shareholders. If al or any of the Unsubscribed Rights Shares are
sucesfuly placed, any premium over the agregate amount of (i) the Subscription
Price for those Rights Shares; and (i) the expenses of the Placing (including any related
comision and/or other expenses/fes) wil be distributed to the relevant No Action
Shareholders and Non-Qualifying Shareholders. Any Unsubscribed Rights Shares
remaining after the Placing Completion wil not be isued by the Company.
3. WARANTIES AND UNDERTAKINGS
3.1 In consideration of the Placing Agents entering into this Agrement and agreing to
perform its obligations hereunder, the Company hereby warants and represents to and
for the benefit of the Placing Agents as folows:
(a) the information contained in the recitals to this Agrement is true and acurate
and the Company has ful power, authority and capacity to alot and isue the
Placing Shares under its Memorandum and Articles of Asociation and the
directors of the Company have ful power and authority to efect such alotment;
(b) al necesary consents and authorizations have ben obtained to enable the
Placing Shares to be aloted and isued;
(c) the Company has ful power and authority to enter into and perform this
Agrement and it has corporate capacity to enter into and comply with its
obligations hereunder and this Agrement has ben duly authorized and
executed by and constitutes legaly binding obligations of the Company;
(d) subject to any requirements of the Stock Exchange or SFC, as to which the
Company and Placing Agents shal be entitled to satisfy itself that there is lawful
authority therefore, none of the parties shal directly or indirectly, make any
anouncement or comunication (other than the Anouncement) in relation to
this Agrement or any mater ancilary thereto without the prior writen consent
of the other party;
(e) save as previously disclosed to the public in writing, there is no material
litigation, arbitration or other legal procedings in progres or pending against any
member of the Group which if decided adversely to the relevant member of the
Group would have or have had a material adverse efect on the financial position
of the Group (taken as a whole) or the Company and which is material in the
context of the Placing;
(f) there has ben no material adverse change in the financial position of the
Company since the publication of its latest published audited financial
statements;
(g) al statements of fact contained in the Anouncement are true and acurate in al
material respects and not misleading in the context of the Placing and al
statements of opinion, intention or expectation of the directors of the Company
in relation to any member of the Group contained therein are truly and honestly
held and have ben made after due and careful consideration and there is no other
fact or mater omited therefrom the omision of which would make any
statement therein misleading or which is otherwise material in the context of the
Placing;
(h) save as previously disclosed to the public in writing, the Company is not in
breach in any material respect in the context of the Placing of any rules,
regulations or requirements of the Stock Exchange or any aplicable law, decre,
judgment, legislation, order, regulation, statute, ordinance, treaty or other
legislative measure;
(i) the latest published audited consolidated statement of financial position and
consolidated statement of profit or los of the Group:
- , save as disclosed therein, and
in acordance with generaly acepted acounting principles, in, and
pursuant to the relevant laws of, Hong Kong; and;
(2) show a true and fair view of the state of afairs of the Group and of its
results for the period in question;
(j) save as previously disclosed to the public in writing, no member of the Group
has entered into a material contract or comitment of an unusual or onerous
nature which, in the context of the Placing might be material for disclosure
except in the ordinary course of busines and each such company has caried on
its busines in the ordinary and usual course;
(k) the entire existing isued share capital of the Company is listed on the Stock
Exchange and as at the date of this Agrement, the Company is not aware of any
circumstances whereby such listing wil be suspended, canceled or revoked on
or before Placing Completion;
(1) the Placing Shares shal rank pari pasu in al respects inter se and with al other
Shares then in isue;
(m) the Company shal have suficient authorized but unisued share capital on the
Placing Completion Date to isue and alot the Placing Shares.
3.2 The Company shal not, and shal procure that no member of the Group shal at any time
prior to or on the Long Stop Date, do or omit to do anything which may cause any of
the representations, waranties and undertakings set out in Clause 3.1 to be untrue.
3.3 The Placing Agents represent, warant and undertake to the Company that:
(a) it has the power and authority to enter into and perform this Agrement and that
this Agrement has ben duly authorised and executed by it and constitutes
legaly, valid and binding obligations of it and in entering into this Agrement it
does not do so in breach of any existing obligation or aplicable legislation;
(b) it shal at al times comply with al rules, regulations and guidelines aplicable
to the Placing of the Stock Exchange and codes of the SFC in relation to its role
as placing agent for the Placing, and, if required, wil isue apropriate writen
confirmation of such fulfilment and compliance; and
(c) it shal make available and promptly suply, or procure the relevant Place(s) to
make available and promptly suply, al such information to the Stock Exchange
and SFC about the Place(s) as the Stock Exchange or SFC may require for the
purpose of or in conection with the Listing Rules and other relevant regulations.
3.4 The foregoing representations, waranties and undertakings shal be demed to be given
as at the date of this Agrement and shal remain in ful force and efect notwithstanding
the alotment and isue of the Placing Shares to the Place(s) on the Placing Completion
Date as if given or made on such date, with reference in each case to the facts and
circumstances then subsisting. Each party hereto hereby undertakes to notify the other
parties to the Agrement of any mater or event coming to its atention prior to the Long
Stop Date which shows or may show any of the representations, waranties and
undertakings to be or to have ben untrue, inacurate or misleading.
4. CONDITIONS PRECEDENT
4.1 The Placing is conditional upon the fulfilment of the folowing conditions:
(i) the Listing Comite of the Stock Exchange granting the aproval for the
listing of, and the permision to deal in, the Rights Shares, including the Placing
Shares;
(i) the Rights Isue having become unconditional;
(i) none of the representations, waranties or undertakings in this Agrement being
or having become untrue, inacurate or misleading in any material respect at any
time before the completion, and no fact or circumstance having arisen and
nothing having ben done or omited to be done which would render any of such
undertakings, representations or waranties untrue or inacurate in any material
respect if it was repeated as at the time of completion;
(iv) al necesary consents and aprovals to be obtained on the part of each of the
Placing Agents and the Company in respect of the Placing Agrement and the
transactions contemplated thereunder having ben obtained; and
(v) this Agrement not having ben terminated in acordance with the provisions
thereof.
Al conditions set out above canot be waived.
4.2 The Company shal use its best endeavours to procure the fulfilment of such conditions
precedent to the Placing Agrement by the Long Stop Date. If any of the conditions
precedent to the Placing Agrement have not ben fulfiled by the Long Stop Date or
become incapable of being fulfiled (subject to the Placing Agents not exercising its
rights to waiver or extend the time for fulfilment of such conditions), then the Placing
wil lapse and al rights, obligations, liabilities of the Company and the Placing Agents
in relation to the Placing shal cease and determine, save in respect of any acrued rights
or obligations under the Placing Agrement or antecedent breach thereof.
5. PLACING COMPLETION
5.1 Subject to the fulfilment of the conditions set out in Clause 4.1, Placing Completion
shal take place at the ofices of the Placing Agents.
5.2 At Placing Completion:
(a) the Placing Agents shal deliver to the Company a list of the Place(s), the number
of the Placing Shares to be subscribed by each Place, the names, adreses and
denominations (in board lots or otherwise) in which the Placing Shares are to be
registered and, where relevant, the CAS acounts to which Placing Shares are
to be credited.
(b) the Company shal deliver to the Placing Agents (or such person as it may direct)
the original board resolutions (or certified by the director or company secretary
of the Company as true copy resolutions) evidencing the aproval for the
alotment and isue of the Placing Shares;
(c) the Placing Agents shal transfer to a bank acount designated by the Company,
by way or cashier order or cheque in Hong Kong dolars for value to the
Company (or by the other method of payment as the parties hereto may agre)
an amount equivalent to the agregate sum of the Placing Shares multiplied by
the Placing Price les the amounts deducted by the Placing Agents under Clause
8;
(d) the Company shal alot and isue to the Place(s) such number of the Placing
Shares subscribed by them and shal procure that the Place(s) are registered on
the branch register of members of the Company in Hong Kong in respect thereof;
(e) the Company shal deliver to the Placing Agents the definitive share certificate( s)
in the form of jumbo certificate or in such denomination as the Placing Agents
may instruct for the Placing Shares isued in the name of the Place(s) in respect
of such number of Placing Shares to be subscribed by them respectively and in
acordance with such instructions refered to above or registered in the name of
HKSC Nomines Limited (or as the Placing Agents may otherwise direct); and
(f) the Placing Agents shal arange to have the Placing Shares deposited into its
CAS acount and distribute the Placing Shares to the Place(s) acording to
their respective entitlements thereto.
6. THE ANOUNCEMENT
6.1 The Company hereby authorises to release or cause to be released for publication, as
son as posible upon the execution of this Agrement, copies of the Anouncement as
required by law or by the Stock Exchange or the SFC.
7. INDEMNITY
7.1 The Company undertakes to indemnify the Placing Agents, against al or any costs,
expenses (including reasonable legal fes as they are incured), fes, claims, actions,
liabilities, demands, procedings or judgments (including, but not limited to, al such
loses, costs, charges or expenses sufered or incured in disputing or defending any
procedings and/or in establishing its rights to be indemnified pursuant to this Clause
and/or in seking advice in relation to any procedings) brought or established against
either of the Placing Agents or by any governmental agency, regulatory body or other
person:
(i) arising out of or in conection with any breach of any of the waranties and
representations contained in Clause 3.1, 3.2 or 3.3; or
(i) which are directly ocasioned by or resulting from or are atributable to the
performance by the Placing Agents of its obligations under this Agrement and
which does not in any such case arise from the negligence, breach of this
Agrement, fraud or wilful default of the Placing Agents.
The foregoing indemnity shal remain in ful force and efect notwithstanding
completion of the Placing.
8. COMISION AND EXPENSES
8.1 Subject to completion of this Agrement, the Company shal, on the Placing
Completion Date, pay to the Placing Agents (i) 3.5% of the actual gros proceds from
the placing of the Unsubscribed Rights Shares actualy procured by them respectively;
and (i) a discretionary comision up to HK$1.0 milion. These placing comisions
shal be payable by the Company (i) at the Placing Completion, or on the date of
termination of this Agrement, whichever is earlier; or (i) such other date as the Placing
Agents and the Company may agre in writing. The Placing Agents are hereby
authorized to deduct from the payment to be made by it to the Company at the Placing
Completion pursuant to Clause 5.2.
8.2 Al amounts payable to the Placing Agents under this Agrement shal be exclusive of
taxes. As such, the Company shal pay such aditional amount as may be necesary in
order that, after deduction or witholding for or on acount of any present or future tax,
every payment to the Placing Agents wil not be les than the amount to which the Placing
Agents shal be entitled.
8.3 The Company wil be responsible for and pay al costs and expenses (except those stated
in this Agrement to be payable by the Place(s) in conection with the Placing,
including but not limited to:
(a) legal expenses and disbursements payable to the legal advisers of the Company;
(b) the preparation and release of the Anouncement and the Prospectus Documents;
(c) the alotment and isue of al the Placing Shares to be aloted and isued under
this Agrement and registration of the subscribers therefor,
which amounts the Placing Agents is hereby authorized to deduct from the payments to
be made by it to the Company pursuant to Clause 5.2 as aplicable for the purposes of
paying on the Company’s behalf such costs, charges, fes and expenses PROVIDED
THAT the Placing Agents shal sek the consent of the Company before any of such costs,
charges, fes and expenses with an amount of exceding HK$10,000 in agregate is to
be incured.
8.4 Payment of the amounts refered to in Clause 8.3 shal be made by the Company whether
or not the Company’s obligations under this Agrement are terminated pursuant to
Clause 9 to the extent that the same have ben incured prior to termination or are
incured in consequence of termination.
9. TERMINATION
9.1 If any of the folowing events ocur at any time prior to the Latest Time for Termination,
the Placing Agents may (after such consultation with the Company and/or its advisers as
the circumstances shal admit or be necesary), by giving a writen notice to the
Company, at any time prior to the Latest Time for Termination, terminate this Agrement
without liability to the other parties hereto or any thereof and, subject to Clauses 7, 8.3,
9, 10, 11, 12 and 13 which shal continue, this Agrement shal thereupon cease to have
efect and none of the parties hereto shal have any rights or claims by reason thereof
save for any rights or obligations which may acrue under this Agrement prior to such
termination:
(a) in the reasonable opinion of the Placing Agents there shal have ben since the
date of this Agrement such a change in national or international financial,
political or economic conditions or taxation or exchange controls as would be
likely to prejudice materialy the consumation of the Placing; or
(b) the introduction of any new law or regulation or any change in existing law or
regulation (or the judicial interpretation thereof) or other ocurence of any
mater whatsoever which may adversely afect the busines or the financial or
trading position or prospects of the Group as a whole; or
(c) any material breach of any of the representations and waranties set out in Clause
3.1 comes to the knowledge of the Placing Agents or any event ocurs or any
mater arises on or after the date of this Agrement and prior to the date of
completion of the Placing which if it had ocured or arisen before the date of
this Agrement would have rendered any of such representations and waranties
untrue or incorect in any material respect or there has ben a material breach
by the Company of any other provision of this Agrement; or
(d) there is any adverse change in the financial position of the Company which in
the reasonable opinion of the Placing Agents is material in the context of the
Placing; or
(e) any moratorium, suspension or restriction on trading in shares or securities
generaly on the Stock Exchange due to exceptional financial circumstances or
otherwise and which in the Placing Agents’ reasonable opinion, would
materialy and adversely afect the suces of the Placing, excluding any
suspension in conection with the clearance of the Prospectus Documents or
other anouncements and circulars of the Company in conection with the
Rights Isue.
10. MISCELANEOUS
10.1 Time shal be of the esence of this Agrement.
10.2 This Agrement shal be binding on and ensure for the benefit of the sucesors of each
of the parties and shal not be asignable by any party except with consent of al other
parties.
10.3 This Agrement constitutes the entire agrement betwen the parties with respect to its
subject mater (neither party having relied on any representation or waranty made by
the other which is not contained in this Agrement) and no variation of this Agrement
shal be efective unles made in writing and signed by al of the parties.
10.4 This Agrement supersedes al and any previous agrements, arangements or
understanding betwen the parties relating to the maters refered to in this Agrement
and al such previous agrements, understanding or arangements (if any) shal cease
and determine with efect from the date of this agrement.
10.5 If at any time any provision of this Agrement is or becomes ilegal, invalid or
unenforceable in any respect such relevant provision shal to the fulest extent permited
by law be demed to be deleted from this Agrement and the legality, validity and
enforceability of any other provisions of this Agrement shal not be afected or
impaired thereby.
10.6 This Agrement may be executed in two or more counterparts each of which shal be
binding on the parties hereto and shal together constitute one agrement.
10.7 Al provisions of this Agrement shal so far as they are capable of being performed or
observed continue in ful force and efect notwithstanding completion of this Agrement
except in respect of those maters then already performed
10.8 A person who is not a party to this Agrement has no right under the Contracts (Rights
of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or to enjoy
the benefit of any term of this Agrement. The consent of any person who is not a party
to this Agrement is not required to rescind or vary this Agrement at any time.
11. SUCESORS AND ASIGNS
11.1 This Agrement shal be binding on and shal ensure for the benefit of each party’s
sucesors and asigns and personal representatives (as the case may be), but no
asignment may be made of any of the rights or obligations hereunder of either party
without the prior writen consent of the other party.
12. NOTICES
12.1 Al notices required or permited to be given hereunder shal be given in writing in
English delivered personaly or sent by pre-paid registered post or by facsimile to the
party due to receive such notice at its adres or facsimile number or email adres set
out herein, or to such other adres and/or facsimile number and/or email adres as the
relevant party shal have notified to the other parties hereto in acordance with the terms
hereof.
Company
Adres
Facsimile no.
Atn
Rom 2602, 26/F, China Resources Building, 26 Harbour Road,
Wan Chai, Hong Kong
(852) 2891-9822
lok.lam@sanergygroup.com
Lok Lam
Placing Agents
Name Usmart Securities Limited
Adres Unit 2606, 26/F, 308 Des Voeux Road Central, Hong Kong
Facsimile no. (852) 2952-7100
Email ecmgroup@usmart.hk
Atn Jimy Jim
Name Sinomax Securities Limited
Adres 28th Flor, Shun Feng International Centre, No. 182 Quen’s
Road East, Wan Chai, Hong Kong
Facsimile no. (852) 2155-8999
Email jason@sinomaxsec.com.hk
Atn Jason Ng
12.2 Time of receipt of notice: Any notice delivered personaly shal be demed to be
received when delivered and any notice sent by pre-paid registered post shal be demed
(in the absence of evidence of earlier receipt) to be received 2 days after posting and in
proving the time of dispatch it shal be suficient to show that the envelope containing
such notice was properly adresed, stamped and posted. Any notice sent by facsimile
shal be demed to have ben received upon production of a transmision report by the
machine from which the facsimile was sent which indicates that the facsimile was sent
in its entirety to the facsimile number of the recipient and provided that a hard copy of
the notice so served by facsimile was posted or delivered by hand on the same day as
the notice was served by facsimile or on the imediately subsequent day. Any notice
received or demed to be received on a Saturday, Sunday or public holiday in Hong
Kong shal be demed to have ben received on the next Busines Day.
13. GOVERNING LAW AND JURISDICTION
13.1 This Agrement shal be governed by and construed in acordance with Hong Kong law
and each of the parties hereto irevocably submits to the non-exclusive jurisdiction of
the courts of Hong Kong and agres that any procedings arising hereunder may be
served on it at its adres shown in this Agrement.
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