02631 天岳先进 展示文件：E. 重大合约
Executed Version
DATED August 8, 2025
SIC CO., LTD.
(山东天岳先进科技股份有限公司)
CHINA INTERNATIONAL CAPITAL CORPORATION
HONG KONG SECURITIES LIMITED
CITIC SECURITIES (HONG KONG) LIMITED
CLSA LIMITED
AND
THE HONG KONG UNDERWRITERS
(WHOSE NAMES APEAR IN SCHEDULE 1)
_
HONG KONG UNDERWRITING AGREMENT
relating to a public ofering in Hong Kong of initialy
2,387,300 H shares in the share capital of
SIC CO., LTD.
(山东天岳先进科技股份有限公司)
being part of a global ofering of initialy
47,745,700 H shares (subject to the Over-Alotment Option)
_
CONTENTS
Clause Page
1 DEFINITIONS AND INTERPRETATION . 3
2 CONDITIONS . 14
3 APOINTMENTS . 17
4 THE HONG KONG PUBLIC OFERING . 21
5 ALOTMENT AND PAYMENT . 26
6 COMISIONS AND COSTS . 29
7 STABILISATION . 32
8 REPRESENTATIONS, WARANTIES AND UNDERTAKINGS . 33
9 RESTRICTIONS ON ISUE OR DISPOSAL OF SECURITIES . 36
10 FURTHER UNDERTAKINGS . 37
11 TERMINATION . 45
12 INDEMNITY . 50
13 ANOUNCEMENTS . 54
14 CONFIDENTIALITY . 55
15 NOTICES . 56
16 GOVERNING LAW; DISPUTE RESOLUTION; WAIVER OF IMUNITY . 57
17 GENERAL PROVISIONS . 58
SCHEDULE 1 THE HONG KONG UNDERWRITERS . 62
SCHEDULE 2 THE WARANTIES . 65
SCHEDULE 3 CONDITIONS PRECEDENT DOCUMENTS . 98
SCHEDULE 4 SET-OF ARANGEMENTS . 103
SCHEDULE 5 ADVERTISING ARANGEMENTS . 104
SCHEDULE 6 PROFESIONAL INVESTOR TREATMENT NOTICE . 105
THIS AGREMENT is made on August 8, 2025
AMONG:
- , LTD. (山东天岳先进科技股份有限公司), a joint stock company
incorporated in the PRC with limited liability, whose registered ofice is at No. 99,
South Tianyue Road, Huaiyin District, Jinan City, Shandong, the PRC (the
“Company”);
(2) CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED of 29/F One International Finance Centre, 1 Harbour View
Stret, Central, Hong Kong (“CIC”);
- /F, One Pacific Place, 88
Quensway, Hong Kong (“CITICS HK”);
- /F, One Pacific Place, 88 Quensway, Hong Kong (“CLSA”);
and
(5) THE HONG KONG UNDERWRITERS whose respective names and adreses are
set out in SCHEDULE 1 (the “Hong Kong Underwriters”).
RECITALS:
(A) The Company is a joint stock company established in the PRC with limited liability
and was registered in Hong Kong as a non-Hong Kong company under Part 16 of the
Companies Ordinance. As of the date of this Agrement, the Company has a registered
share capital of RMB429,711,044 divided into 429,711,044 shares of nominal value
RMB1.00 each.
(B) The Company proposes to conduct the Global Ofering pursuant to which it wil ofer
and sel H Shares to the public in Hong Kong in the Hong Kong Public Ofering and
wil concurently ofer and sel H Shares outside the United States in ofshore
transactions in reliance on Regulation S under the Securities Act in the International
Ofering.
(C) CIC and CITICS HK have ben apointed as the joint sponsors in conection with
the Global Ofering.
(D) CIC, CLSA, Haitong International Securities Company Limited (“Haitong”), BOCI
Asia Limited (“BOCI”) and UOB Kay Hian (Hong Kong) Limited (“UOB”) have ben
apointed as the overal cordinators in conection with the Global Ofering.
(E) The Joint Sponsors have made an aplication on behalf of the Company on February
24, 2025 to the Listing Division of the SEHK for the listing of, and permision to deal
in the H Shares on the Main Board of SEHK.
(F) The Hong Kong Underwriters have agred to severaly (and not jointly or jointly and
severaly) underwrite the Hong Kong Public Ofering upon and subject to the terms
and conditions of this Agrement.
(G) The Company has agred to give the representations, waranties, undertakings and
indemnities set out herein in favour of the Joint Sponsors and the Underwriting Parties.
(H) The Company has apointed Computershare Hong Kong Investor Services Limited to
act as its H Share Registrar and transfer agent for the H Shares.
(I) The Company has apointed CMB Wing Lung Bank Limited and Industrial and
Comercial Bank of China (Asia) Limited as the Receiving Banks for the Hong Kong
Public Ofering and CMB Wing Lung (Nomines) Limited and ICBC (Asia) Nomine
Limited as the Nomines to hold the aplication monies under the Hong Kong Public
Ofering.
(J) The Company, the Sponsor-OCs and the International Underwriters, among others,
intend to enter into the International Underwriting Agrement for the underwriting of
the International Ofering by the International Underwriters (severaly, and not jointly
or jointly and severaly) subject to the terms and conditions set out therein.
(K) The Company is expected to grant to the International Underwriters the Over-
Alotment Option, exercisable by the Sponsor-OCs (for themselves and on behalf of
the International Underwriters) at their sole and absolute discretion, to require the
Company to alot and isue up to an aditional 7,161,800 H Shares, representing
aproximately 15% of the total number of Ofer Shares initialy available under the
Global Ofering, subject to and on the terms and conditions of the International
Underwriting Agrement.
(L) At a meting of the Board held on August 6, 2025, resolutions were pased pursuant to
which, inter alia, the Directors aproved, and Mr. Zong Yanmin was authorized to sign
on behalf of the Company, this Agrement and al the other relevant documents in
conection with the Global Ofering.
(M) At a general meting of the Company held on February 19, 2025, resolutions were
pased to aprove the Global Ofering and the isue of H Shares pursuant thereto.
(N) The Company has filed the required documents with the CSRC, and has received a
filing notice from the CSRC dated June 12, 2025, confirming the completion of the
filing procedures pursuant to the new filing regime introduced by the new regulations
on filing for the Global Ofering and the aplication for listing of the H Shares on the
SEHK.
NOW IT IS HEREBY AGRED as folows:
1 DEFINITIONS AND INTERPRETATION
1.1 Defined terms and expresions: Except where the context otherwise requires, in this
Agrement, including the Recitals and the Schedules, the folowing terms and
expresions shal have the respective meanings set out below:
“Aceptance Date” means August 14, 2025, being the date on which the Aplication
Lists close in acordance with the provisions of Clause 4.4;
“Acepted Hong Kong Public Ofering Aplications” means the Hong Kong Public
Ofering Aplications which have from time to time ben acepted in whole or in part,
pursuant to Clause 4.5;
“Admision” means the grant by the SEHK of the listing of, and permision to deal in,
the H Shares on the Main Board of the SEHK (including any aditional H Shares to be
isued pursuant to any exercise of the Over-Alotment Option);
“afiliate” means in relation to any person, any other person which is the holding
company of such person, or which is a subsidiary of such person or of the holding
company of such person, or which directly or indirectly through one or more
intermediaries controls or is controled by or is under comon control with such person
and, for the purposes of the foregoing, “control” means the power, directly or indirectly,
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract or otherwise, and “controling”,
“controled by” and “under comon control with” shal be construed acordingly;
“AFRC” means the Acounting and Financial Reporting Council of Hong Kong;
“Aplication Lists” means the aplication lists in respect of the Hong Kong Public
Ofering refered to in Clause 4.4;
“Aplication Prof” means the aplication profs of the prospectus of the Company
posted on the SEHK’s website at htp:/w.hkexnews.hk on February 24, 2025;
“Aprovals and Filings” means any aprovals, licences, consents, authorisations,
permits, permisions, clearances, certificates, orders, concesions, qualifications,
registrations, declarations and/or filings;
“Articles of Asociation” means the articles of asociation of the Company
conditionaly adopted on January 27, 2025 with efect from the Listing Date, and as
amended from time to time;
“Authority” means any administrative, governmental or regulatory comision, board,
body, authority or agency, or any stock exchange, self-regulatory organisation or other
non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case
whether national, central, federal, provincial, state, regional, municipal, local, domestic,
foreign or supranational;
“Board” means the board of directors of the Company;
“Brokerage” means the brokerage at the rate of 1.0% of the Ofer Price in respect of
the Ofer Shares payable by investors in the Global Ofering;
“Busines Day” means any day (other than a Saturday, Sunday or public holiday) in
Hong Kong on which banks in Hong Kong are open generaly for normal banking
busines to the public;
“CAS” means the Central Clearing and Setlement System established and operated
by HKSC;
“CMIs” or “Capital Market Intermediaries” means CIC, CLSA, Haitong, BOCI,
UOB, The Hongkong and Shanghai Banking Corporation Limited, Zhongtai
International Securities Limited, ICBC International Securities Limited, CMB
International Capital Limited, CB International Capital Limited, ABCI Capital
Limited, ABCI Securities Company Limited, GF Securities (Hong Kong) Brokerage
Limited, China Galaxy International Securities (Hong Kong) Co., Limited, Shenwan
Hongyuan Securities (H.K.) Limited, Futu Securities International (Hong Kong)
Limited, Sun Securities Limited, Huafu International Securities Limited, Fosun
International Securities Limited, and Tiger Brokers (HK) Global Limited, being the
capital market intermediaries in relation to the Global Ofering;
“Code” has the meaning ascribed to it in Clause 3.11;
“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws
of Hong Kong), as amended, suplemented or otherwise modified from time to time;
“Companies (WUMP) Ordinance” means the Companies (Winding Up and
Miscelaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as
amended, suplemented or otherwise modified from time to time;
“Conditions” means the conditions precedent set out in Clause 2.1;
“Conditions Precedent Documents” means the documents listed in Parts A and B of
SCHEDULE 3;
“Contracts (Rights of Third Parties) Ordinance” means the Contracts (Rights of
Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong), as amended or
suplemented from time to time;
“Controling Shareholder(s)” means Mr. Zong, Shanghai Maiming Enterprise
Management Center (Limited Partnership) (上海麦明企业管理中心（有限合伙）)
and Shanghai Zhuao Enterprise Management Center (Limited Partnership) (上海铸傲
企业管理中心（有限合伙）) ;
“Cornerstone Investment Agrements” means the several cornerstone investment
agrements entered into by, among others, the Company, the Joint Sponsors, the
Sponsor-OCs, the introducing bank and the several cornerstone investors as described
in the section headed “Cornerstone Investors” in the Hong Kong Prospectus;
“CSRC” means the China Securities Regulatory Comision of the PRC;
“CSRC Archive Rules” means the Provisions on Strengthening Confidentiality and
Archives Administration of Overseas Securities Ofering and Listing by Domestic
Companies (关于加强境内企业境外发行证券和上市相关保密和档案管理工作的
规定) isued by the CSRC, Ministry of Finance of the PRC, National Administration
of State Secrets Protection of the PRC, and National Archives Administration of the
PRC (efective from 31 March 2023), as amended, suplemented or otherwise
modified from time to time;
“CSRC Filing Notice” means the filing notice from the CSRC dated June 12, 2025
confirming the completion of the procedures for the filing for, among other things, the
Global Ofering and the making of the aplication to list the H Shares on the Stock
Exchange;
“CSRC Filing Rules” means the Trial Administrative Measures of Overseas Securities
Ofering and Listing by Domestic Companies (境内企业境外发行证券和上市管理
试行办法) and suporting guidelines isued by the CSRC (efective from 31 March
2023), as amended, suplemented or otherwise modified from time to time;
“CSRC Filing Report” means the filing report of the Company in relation to the
Global Ofering, including any amendments, suplements and/or modifications thereof,
submited to the CSRC on February 25, 2025 pursuant to Article 13 of the CSRC Filing
Rules;
“CSRC Filing(s)” means any leters, filings, corespondences, comunications,
documents, responses, undertakings and submisions in any form, including any
amendments, suplements and/or modifications thereof, made or to be made to the
CSRC, relating to or in conection with the Global Ofering pursuant to the CSRC
Filing Rules and other aplicable rules and requirements of the CSRC (including,
without limitation, the CSRC Filing Report);
“CSRC Rules” means the CSRC Filing Rules and the CSRC Archive Rules;
“Directors” means the directors of the Company whose names are set out in the section
headed “Directors, Supervisors and Senior Management” of the Hong Kong Prospectus;
“Disclosure Package” shal have the meaning ascribed to it in the International
Underwriting Agrement;
“Encumbrance” means any mortgage, charge, pledge, lien or other security interest or
any option, restriction, right of first refusal, right of pre-emption or other third party
claim, right, interest or preference or any other encumbrance of any kind;
“Exchange Act” means the United States Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations promulgated thereunder;
“Extreme Conditions” means extreme conditions caused by a super typhon as
anounced by the government of Hong Kong;
“Final Ofering Circular” shal have the meaning ascribed to it in the International
Underwriting Agrement;
“FINI Agrement” mean the agrement entered into betwen the Company and
HKSC on July 7, 2025 with respect to the procedures for aplication and payment,
for delivery of share certificates, and where aplicable, for the refund of aplication
monies, in each case where electronic aplication instructions are given;
“First Six-Month Period” has the meaning ascribed to it in Clause 9.1;
“Formal Notice” means the pres anouncement in agred form to be isued in
conection with the Hong Kong Public Ofering pursuant to the Listing Rules;
“Global Ofering” means the Hong Kong Public Ofering and the International
Ofering;
“Group” means the Company and its subsidiaries, and the expresion “member of the
Group” shal be construed acordingly;
“H Share(s)” means the overseas listed foreign shares in the share capital of the
Company with a nominal value of RMB1.00 each;
“H Share Registrar” means Computershare Hong Kong Investor Services Limited;
“HK$” or “Hong Kong dolars” means Hong Kong dolars, the lawful curency of
Hong Kong;
“HKIAC” has the meaning ascribed to it in Clause 16.2;
“HKSC” means Hong Kong Securities Clearing Company Limited;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
“Hong Kong Ofer Shares” means 2,387,300 new H Shares being initialy ofered by
the Company for subscription under the Hong Kong Public Ofering, subject to
adjustment and realocation as provided in Clauses 2.6, 4.11 and 4.12, as aplicable;
“Hong Kong Prospectus” means the prospectus in agred form, relating to the Hong
Kong Public Ofering, to be isued by the Company;
“Hong Kong Prospectus Date” means the date of isue of the Hong Kong Prospectus,
which is expected to be on August 11, 2025;
“Hong Kong Public Ofering” means the ofer of the Hong Kong Ofer Shares for
subscription by the public in Hong Kong upon and subject to the terms and conditions
of this Agrement and the Hong Kong Public Ofering Documents;
“Hong Kong Public Ofering Aplications” means aplications to subscribe for
Hong Kong Ofer Shares made online through the White Form eIPO service at
w.eipo.com.hk, or through HKSC EIPO chanel to electronicaly cause HKSC
Nomines Limited to aply on an aplicant’s behalf and otherwise made in compliance
with the terms of the Hong Kong Public Ofering Documents, including for the
avoidance of doubt Hong Kong Underwriters’ Aplications;
“Hong Kong Public Ofering Documents” means the Hong Kong Prospectus and the
Formal Notice;
“Hong Kong Public Ofering Over-Subscription” has the meaning ascribed to it in
Clause 4.11;
“Hong Kong Public Ofering Under-Subscription” has the meaning ascribed to it in
Clause 4.6;
“Hong Kong Public Ofering Underwriting Comitment” means, in relation to any
Hong Kong Underwriter, the number of Hong Kong Ofer Shares which such Hong
Kong Underwriter has agred to procure aplications to subscribe for, or failing which
itself as principal aply to subscribe for , pursuant to the terms of this Agrement, being
such number calculated by aplying the percentage set forth oposite the name of such
Hong Kong Underwriter in SCHEDULE 1 to the agregate number of Hong Kong
Ofer Shares determined after taking into acount any realocation pursuant to Clauses
2.6, 4.11 and 4.12, as aplicable, but not in any event exceding the maximum number
of Hong Kong Ofer Shares as shown oposite the name of such Hong Kong
Underwriter in SCHEDULE 1;
“Hong Kong Underwriter(s)” means the persons set forth in SCHEDULE 1;
“Hong Kong Underwriter’s Aplication” means, in relation to any Hong Kong
Underwriter, a Hong Kong Public Ofering Aplication made or procured to be made
by such Hong Kong Underwriter as provided in Clause 4.7 which is aplied to reduce
the Hong Kong Public Ofering Underwriting Comitment of such Hong Kong
Underwriter pursuant to Clause 4.7;
“Incentive Fe” has the meaning ascribed to it in Clause 6.1;
“Indemnified Parties” means (i) the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters; (i) their respective directors,
supervisors, oficers, members, employes, representatives and agents; (i) their
respective subsidiaries, head ofices and branches, asociates and afiliates, their
respective delegates refered to in Clause 3.9; (iv) al directors, supervisors, oficers,
members, employes, representatives and agents of their respective subsidiaries, head
ofices and branches, asociates and afiliates; and (v) the sucesors and asigns of al
of the foregoing persons, and “Indemnified Party” means any of them;
“Industry Consultant” means Frost & Sulivan (Beijing) Inc., Shanghai Branch Co.,
the independent industry consultant for the Company;
“Internal Control Consultant” means BDO Risk Advisory Services Ltd., the internal
control consultant to the Company;
“International Ofer Shares” means 45,358,400 H Shares initialy being ofered by
the Company for subscription under the International Ofering, subject to adjustment
and realocation in acordance with this Agrement and the International Underwriting
Agrement, together with the Option Shares;
“International Ofering” means the ofering through the International Underwriters
or their respective afiliates of the International Ofer Shares at the Ofer Price outside
the United States in ofshore transactions in reliance on Regulation S under the
Securities Act, upon and subject to the terms and conditions of the International
Underwriting Agrement and the Final Ofering Circular;
“International Ofering Ful or Over-subscription” has the meaning ascribed to it
in Clause 4.11.2;
“International Ofering Underwriting Comitment” means, in relation to any
International Underwriter, the number of International Ofer Shares in respect of which
such International Underwriter has agred to purchase or procure investors to purchase
pursuant to the terms of the International Underwriting Agrement, subject to
adjustment and realocation in acordance with the International Underwriting
Agrement and subject to the Over-Alotment Option;
“International Underwriters” means the persons named as such in the International
Underwriting Agrement;
“International Underwriting Agrement” means the international underwriting
agrement relating to the International Ofering to be entered into by, among others,
the Company, the Joint Sponsors, the Sponsor-OCs and the International Underwriters;
“Investor Presentation Materials” means al information, materials and documents
isued, given or presented in any of the investor presentations and/or roadshow
presentations conducted by or on behalf of the Company in conection with the Global
Ofering;
“Joint Bokruners” means CIC, CLSA, Haitong, BOCI, UOB, The Hongkong and
Shanghai Banking Corporation Limited, Zhongtai International Securities Limited,
ICBC International Securities Limited, CMB International Capital Limited, CB
International Capital Limited, ABCI Capital Limited, GF Securities (Hong Kong)
Brokerage Limited, China Galaxy International Securities (Hong Kong) Co., Limited,
Shenwan Hongyuan Securities (H.K.) Limited, Futu Securities International (Hong
Kong) Limited, Sun Securities Limited, Huafu International Securities Limited, Fosun
International Securities Limited and Tiger Brokers (HK) Global Limited, being the
joint bokruners of the Global Ofering;
“Joint Global Cordinators” means CIC, CLSA, Haitong, BOCI, UOB, The
Hongkong and Shanghai Banking Corporation Limited and Zhongtai International
Securities Limited, being the joint global cordinators of the Global Ofering;
“Joint Lead Managers” means CIC, CLSA, Haitong, BOCI, UOB, The Hongkong
and Shanghai Banking Corporation Limited, Zhongtai International Securities Limited,
ICBC International Securities Limited, CMB International Capital Limited, CB
International Capital Limited, ABCI Securities Company Limited, GF Securities
(Hong Kong) Brokerage Limited, China Galaxy International Securities (Hong Kong)
Co., Limited, Shenwan Hongyuan Securities (H.K.) Limited, Futu Securities
International (Hong Kong) Limited, Sun Securities Limited, Huafu International
Securities Limited, Fosun International Securities Limited, and Tiger Brokers (HK)
Global Limited, being the joint lead managers of the Global Ofering;
“Joint Sponsors” means CIC and CITICS HK, being the joint sponsors of the
Company’s listing of H Shares on the SEHK;
“judgement curency” has the meaning ascribed to it in Clause 17.10;
“Laws” means any and al national, central, federal, provincial, state, regional,
municipal, local, domestic or foreign laws (including, without limitation, any comon
law or case law), statutes, ordinances, legal codes, regulations or rules (including,
without limitation, any and al regulations, rules, orders, judgments, decres, rulings,
opinions, guidelines, measures, notices or circulars (in each case, whether formaly
published or not and to the extent mandatory or, if not complied with, the basis for
legal, administrative, regulatory or judicial consequences) of any Authority);
“Listing Comite” means the listing comite of the SEHK;
“Listing Date” means the first day on which the H Shares comence trading on the
Main Board of the SEHK (which is expected to be on August 19, 2025);
“Listing Rules” means The Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited and the listing decisions, guidelines (including the
Guide for New Listing Aplicants published by the Stock Exchange), guidance leters,
and other requirements of the SEHK, as amended, suplemented or otherwise modified
from time to time;
“Material Adverse Change” means a material adverse change or any development
involving a prospective material adverse change in, or afecting the asets, liabilities,
busines, general afairs, management, prospects, shareholders’ equity, profits, loses,
earnings, solvency, liquidity position, funding, results of operations, position or
condition, financial, operational or otherwise, or performance of the Group, taken as a
whole;
“Material Adverse Efect” means a material adverse efect or any development
involving a prospective material adverse efect, on or afecting the asets, liabilities,
busines, general afairs, management, prospects, shareholders’ equity, profits, loses,
earnings, solvency, liquidity position, funding, results of operations, position or
condition, financial, operational or otherwise, or performance of the Group, taken as a
whole;
“Nomines” means CMB Wing Lung (Nomines) Limited and ICBC (Asia) Nomine
Limited;
“OC Anouncements” means the anouncement dated February 24, 2025 seting out
the name(s) of the Sponsor-OCs apointed by the Company in conection with the
Global Ofering, as updated by the anouncement dated March 10, 2025;
“Ofer Price” means the final price per H Share (exclusive of the Brokerage, the
Trading Fe and the Transaction Levies) at which the Ofer Shares are to be purchased
under the Global Ofering, to be determined in acordance with Clause 2.5;
“Ofer Shares” means the Hong Kong Ofer Shares and the International Ofer Shares
being ofered at the Ofer Price under the Global Ofering, together with, where
relevant, the Option Shares;
“Ofering Documents” means the Hong Kong Public Ofering Documents, the
Disclosure Package, the Preliminary Ofering Circular, the Final Ofering Circular and
any other documents, materials or information made, isued, given, released or used
by, for or on behalf of the Company in conection with or in relation to the
contemplated ofering and sale of the Ofer Shares or otherwise in conection with the
Global Ofering, including without limitation, any Investor Presentation Materials
relating to the Ofer Shares, and in each case, al amendments or suplements thereto;
“Ofer Related Documents” has the meaning ascribed to it in Clause 11.1.2(a);
“Operative Documents” means the Price Determination Agrement, the Receiving
Banks Agrement, the Registrar Agrement, the FINI Agrement and Cornerstone
Investment Agrements;
“Option Shares” means up to 7,161,800 aditional H Shares to be isued by the
Company pursuant to the Over-Alotment Option at the Ofer Price;
“Over-Alotment Option” means the option to be granted under the International
Underwriting Agrement by the Company to the International Underwriters,
exercisable by the Sponsor-OCs on behalf of the International Underwriters, pursuant
to which the Company is required to alot and isue up to an agregate of 7,161,800
aditional H Shares as may be necesary to, among other things, cover over-alocations
made in conection with the International Ofering, on and subject to the terms of the
International Underwriting Agrement;
“Overal Cordinators” means CIC, CLSA, Haitong, BOCI and UOB;
“PHIP” means the post hearing information pack of the Company posted on the
SEHK’s website at w.hkexnews.hk on July 30, 2025;
“PRC” means the People’s Republic of China which, for the purposes of this
Agrement only, excludes Hong Kong, Macau Special Administrative Region of the
People’s Republic of China and Taiwan;
“PRC Company Law” means Company Law of the People’s Republic of China (《中
华人民共和国公司法》), as amended, suplemented or otherwise modified from time
to time;
“Preliminary Ofering Circular” means the preliminary ofering circular dated
August 11, 2025 isued by the Company in relation to the International Ofering and
stated therein to be subject to amendment and completion, as amended or suplemented
by any amendment or suplement thereto prior to the Time of Sale (as defined in the
International Underwriting Agrement);
“Price Determination Agrement” means the agrement in agred form to be entered
into betwen the Company and the Sponsor-OCs (for themselves and on behalf of the
Hong Kong Underwriters) on the Price Determination Date to record the Ofer Price;
“Price Determination Date” means the date on which the Ofer Price is fixed for the
purposes of the Global Ofering in acordance with Clause 2.5, which is expected to
be on or about August 15, 2025;
“Procedings” has the meaning ascribed to it in Clause 12.1;
“rate of exchange” has the meaning ascribed to it in Clause 17.10;
“Receiving Banks” means CMB Wing Lung Bank Limited and Industrial and
Comercial Bank of China (Asia) Limited;
“Receiving Banks Agrement” means the agrement dated August 8, 2025 entered
into betwen the Company, the Receiving Banks, the Joint Sponsors, the Sponsor-OCs
and the Nomines;
“Registrar Agrement” means the agrement dated June 17, 2025 entered into
betwen the Company and the H Share Registrar;
“Related Public Information” has the meaning ascribed to it in Clause 12.1.1;
“Relevant Jurisdiction” has the meaning ascribed to it in Clause 11.1.1(a);
“Renminbi” or “RMB” means Renminbi, the lawful curency of the PRC;
“Reporting Acountants” means BDO Limited;
“Rules” has the meaning ascribed to it in Clause 16.2;
“Second Six-Month Period” has the meaning ascribed to it in Clause 9.1;
“Securities Act” means the United States Securities Act of 1933, and the rules and
regulations promulgated thereunder, as amended, suplemented or otherwise modified
from time to time;
“Securities and Futures Ordinance” means the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong), as amended, suplemented or otherwise
modified from time to time;
“SEHK” or “Stock Exchange” means The Stock Exchange of Hong Kong Limited;
“SFC” means the Securities and Futures Comision of Hong Kong;
“Share(s)” means shares in the share capital of the Company, with a nominal value of
RMB1.00 each, comprising the A Shares and the H Shares;
“Sponsor-OCs” means CIC and CLSA;
“Sponsors and Sponsor-OCs Engagement Leters” means the engagement leter
entered into among the Company, CIC, CITICS HK and CLSA dated December 24,
2024;
“Stabilising Manager” has the meaning ascribed to it in Clause 7.1;
“Supervisors” means the supervisors of the Company whose names are set out in the
section headed “Directors, Supervisors and Senior Management” of the Hong Kong
Prospectus”;
“subsidiaries” means the subsidiaries of the Company, and “subsidiary” means any
one of them;
“Taxation” or “Taxes” means al present or future taxes, levies, imposts, duties, fes,
asesments or other charges of whatever nature imposed, asesed or levied by any
Authority and al forms of taxation, whenever created, imposed or arising and whether
of Hong Kong, the PRC, the United States or of any other part of the world and, without
prejudice to the generality of the foregoing, includes al forms of taxation on or relating
to profits, salaries, interest and other forms of income, taxation on capital gains, sales
and value aded taxation, busines tax, estate duty, death duty, capital duty, stamp duty,
payrol taxation, witholding taxation, rates and other taxes or charges relating to
property, customs and other import and excise duties, and generaly any taxation, fe,
asesment, duty, impost, levy, rate, charge or any amount payable to taxing, revenue,
customs or fiscal Authorities whether of Hong Kong, the PRC, the United States or of
any other part of the world, whether by way of actual asesment, los of alowance,
witholding, deduction or credit available for relief or otherwise, and including al
interest, aditions to tax, penalties or similar liabilities arising in respect of any taxation;
“Termination Time” has the meaning ascribed to it in Clause 11.1;
“Trading Fe” means the trading fe at the rate of 0.00565% of the Ofer Price in
respect of the Ofer Shares imposed by the SEHK;
“Transaction Levies” means the SFC transaction levy at the rate of 0.0027% of the
Ofer Price and AFRC transaction levy at the rate of 0.00015%;
“Underwriters” means the Hong Kong Underwriters and the International
Underwriters;
“Underwriting Comision” has the meaning ascribed to it in Clause 6.1;
“Underwriting Parties” means the Sponsor-OCs, the Overal Cordinators, the Joint
Global Cordinators, the Joint Bokruners, the Joint Lead Managers, the CMIs and
the Hong Kong Underwriters;
“Unsold Hong Kong Ofer Shares” has the meaning ascribed to it in Clause 4.6;
“US” or “United States” means the United States of America;
“Verification Notes” means the verification notes relating to the Hong Kong
Prospectus, copies of which have ben signed and aproved by, among others, the
Directors;
“Waranties” means the representations, waranties, agrements and undertakings of
the Company as set out in SCHEDULE 2;
“White Form eIPO Service” means the facility ofered by the Company through the
White Form eIPO Service Provider as the service provider designated by the Company
alowing investors to aply electronicaly to purchase the Hong Kong Ofer Shares on
a website designated for such purpose, as provided for and disclosed in the Hong Kong
Prospectus; and
“White Form eIPO Service Provider” means Computershare Hong Kong Investor
Services Limited.
1.2 Headings: The headings in this Agrement are for convenience only and shal not
afect the interpretation of this Agrement.
1.3 Recitals and Schedules: The Recitals and Schedules form part of this Agrement and
shal have the same force and efect as if expresly set out in the body of this Agrement
and any reference to this Agrement shal include the Recitals and the Schedules.
1.4 References: Except where the context otherwise requires, in this Agrement:
1.4.1 references to “Clauses”, “Recitals” and “Schedules” are to clauses of and
recitals and schedules to this Agrement;
1.4.2 whenever the words “include”, “includes” or “including” are used in this
Agrement, they shal be demed to be folowed by the words “without
limitation”;
1.4.3 the terms “herein”, “hereof”, “hereto”, “hereinafter” and similar terms,
shal in each case refer to this Agrement as a whole and not to any particular
clause, paragraph, sentence, schedule or other subdivision of this Agrement;
1.4.4 the term “or,” is not exclusive;
1.4.5 references to “persons” shal include any individual, firm, company, bodies
corporate, government, state or agency of a state or any joint venture,
unincorporated asociations and partnerships (whether or not having separate
legal personality);
1.4.6 the terms “purchase” and “purchaser”, when used in relation to the H
Shares, shal include, respectively, a subscription for the H Shares and a
subscriber for the H Shares;
1.4.7 the terms “sel” and “sale”, when used in relation to the H Shares, shal
include an alotment or isuance of the H Shares by the Company;
1.4.8 references to a “subsidiary” or “holding company” shal be the same as
defined in section 15 and section 13 of the Companies Ordinance;
1.4.9 references to any statute or statutory provisions, or rules or regulations
(whether or not having the force of law), shal be construed as references to
the same as amended, varied, modified, consolidated, re-enacted and/or
replaced from time to time (whether before or after the date of this
Agrement) and to any subordinate legislation made under such statutes or
statutory provisions;
1.4.10 references to a document being “in agred form” shal mean such document
in a form agred betwen the Company, the Joint Sponsors and the Sponsor-
OCs (for themselves and on behalf of the Hong Kong Underwriters) or
identified as such by way of exchange of emails betwen (a) Cliford Chance,
legal adviser to the Company as to Hong Kong and United States Laws, on
behalf of the Company; and (b) Freshfields, legal adviser to the Underwriters
as to Hong Kong and United States Laws, on behalf of the Joint Sponsors
and the Sponsor-OCs;
1.4.11 references to a “certified true copy” means a copy certified as a true copy
by a Director or the secretary of the Company or the counsel for the
Company;
1.4.12 references to writing shal include any mode of reproducing words in a
legible and non-transitory form;
1.4.13 references to times of day and dates are to Hong Kong times and dates,
respectively;
1.4.14 references to one gender shal include the other genders; and
1.4.15 references to the singular shal include the plural and vice versa.
2 CONDITIONS
2.1 Conditions precedent: The obligations of the Hong Kong Underwriters under this
Agrement are conditional on the folowing conditions precedent being satisfied, or
where aplicable, waived:
2.1.1 the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the
Underwriters) receiving from the Company al Conditions Precedent
Documents as set out in Part A of SCHEDULE 3 and Part B of
SCHEDULE 3, in form and substance satisfactory to the Joint Sponsors and
the Sponsor-OCs, not later than 9:00 p.m. on the Busines Day imediately
before the Hong Kong Prospectus Date and 9:00 p.m. on the Busines Day
imediately before the Listing Date or such later time as the Joint Sponsors
and the Sponsor-OCs (for themselves and on behalf of the Underwriters) may
agre, respectively;
2.1.2 the isue by the SEHK of a certificate of authorisation of registration in
respect of the Hong Kong Prospectus on the Busines Day before the Hong
Kong Prospectus Date and the registration by the Registrar of Companies in
Hong Kong of one copy of the Hong Kong Prospectus, duly certified by two
Directors (or by their atorneys duly authorised in writing) as having ben
aproved by resolutions of the Board and having atached thereto al
necesary consents and documents required by section 342C of the
Companies (WUMP) Ordinance, not later than 6:00 p.m. on the Busines
Day imediately before the Hong Kong Prospectus Date, or such later time
as determined by the SEHK or the Registrar of the Companies in Hong Kong
(as the case may be);
2.1.3 Admision having ocured and become efective (either unconditionaly or
subject only to alotment and isue of the relevant Ofer Shares, despatch,
deposit into CAS or availability for colection of H Share certificates in
respect of the Ofer Shares and/or such other conditions as may be aceptable
to the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of
the Hong Kong Underwriters) on or before the Listing Date (or such later
date as the Joint Sponsors and the Sponsor-OCs (for themselves and on
behalf of the Hong Kong Underwriters) may agre in writing) and Admision
not subsequently having ben withdrawn, revoked or witheld prior to the
comencement of trading of the H Shares on the SEHK;
2.1.4 admision of the H Shares into CAS having ocured and become
efective (either unconditionaly or subject only to the alotment and isue of
the relevant Ofer Shares, dispatch, deposit into CAS or availability for
colection of H Share certificates in respect of the Ofer Shares and/or such
other conditions as may be aceptable to the Joint Sponsors and the Sponsor-
OCs (for themselves and on behalf of the Hong Kong Underwriters) on or
before the Listing Date (or such later date as the Joint Sponsors and the
Sponsor-OCs may (for themselves and on behalf of the Hong Kong
Underwriters) agre in writing);
2.1.5 the Ofer Price having ben fixed, and the Price Determination Agrement
having ben duly executed by the Company and the Sponsor-OCs (for
themselves and on behalf of the Hong Kong Underwriters), on the Price
Determination Date (or such later date as may be agred betwen the
Sponsor-OCs and the Company) in acordance with Clause 2.5 and such
agrement not subsequently having ben terminated prior to 8:00 a.m. on the
Listing Date;
2.1.6 the execution and delivery of the International Underwriting Agrement by
the parties thereto on or around the Price Determination Date and the
obligations of the International Underwriters under the International
Underwriting Agrement having become and remained unconditional in
acordance with its terms, save for the condition therein relating to the
obligations of the Hong Kong Underwriters under this Agrement (and any
condition for this Agrement becoming unconditional) and the International
Underwriting Agrement not having ben terminated in acordance with its
terms or otherwise, prior to 8:00 a.m. on the Listing Date;
2.1.7 the Company having obtained from or made to (as the case may be) the
relevant Authorities al aplicable Aprovals and Filings in conection with
the Global Ofering, including that (i) the aproval of the SEHK of the listing
of, and permision to deal in the H Shares; and (i) al of the waivers and
exemptions as stated in the Hong Kong Prospectus to be granted by the
SEHK or the SFC (as aplicable) are granted, and al such Aprovals and
Filings are not otherwise revoked, withdrawn, amended or invalidated;
2.1.8 the CSRC having acepted the CSRC Filings and published the filing results
in respect of the CSRC Filings on its website, and such notice of aceptance
and/or filing results published not having otherwise ben rejected, withdrawn,
revoked or invalidated prior to 8:00 a.m. on the Listing Date; and
2.1.9 the Waranties being true, acurate and not misleading on and as of the dates
and times specified in Clause 8.2 (as though they had ben given and made
on such date by references to the facts and circumstances then subsisting).
2.2 Procure fulfilment: The Company undertakes to the Joint Sponsors and the
Underwriting Parties to fulfil or procure the fulfilment of the Conditions and to do such
things and take such actions as necesary to ensure that Admision is obtained and not
canceled or revoked, on or before the relevant time or date specified therefor and, in
particular, shal furnish such information, suply such documents, pay such fes, give
such undertakings and do al acts and things as may be reasonably required by the Joint
Sponsors, the Sponsor-OCs (for themselves and on behalf of the Underwriters), the
CSRC, the SEHK, the SFC, the Registrar of Companies in Hong Kong and any relevant
Authority for the purposes of or in conection with the listing of the H Shares on the
SEHK and the fulfilment of such Conditions on or before the relevant time or date
specified therefor.
2.3 Extension: The Sponsor-OCs (for themselves and on behalf of the Underwriters) shal
have the right, and in their sole and absolute discretion, on or before the last day on
which each of the Conditions is required to be fulfiled, either:
2.3.1 to extend the deadline for the fulfilment of any Condition by such number of
days/hours and/or in such maner as the Sponsor-OCs may determine (in
which case the Sponsor-OCs shal be entitled to extend the other dates or
deadlines refered to in this Agrement in such maner as they dem
apropriate, provided that no extension shal be made beyond the date which
is the 30th day after the date of the Hong Kong Prospectus and any such
extension and the new timetable shal be notified by the Joint Sponsors and
the Sponsor-OCs to the other parties to this Agrement as son as practicable
after any such extension is made); or
2.3.2 in respect of the Conditions set out in Clause 2.1.1 only, to waive or modify
(with or without condition(s) atached and in whole or in part) such
Condition on behalf of the Underwriters and any such waiver or modification
shal be notified by the Joint Sponsors and the Sponsor-OCs to the Company
as son as practicable after any such waiver or modification is made.
2.4 Conditions not satisfied: Without prejudice to Clauses 2.3 and 11, if any of the
Conditions shal not have ben fulfiled in acordance with the terms hereof on or
before the date or time specified therefor without any subsequent extension of time or
waiver or modification in acordance with the terms hereof, this Agrement shal
terminate with imediate efect and the provisions of Clause 11.2 shal aply.
2.5 Determination of Ofer Price: The Company and the Sponsor-OCs (for themselves
and on behalf of the Underwriters) shal met or otherwise comunicate as son as
reasonably practicable, after the bok-building proces in respect of the International
Ofering has ben completed, with a view to agreing the price at which the Ofer
Shares wil be ofered pursuant to the Global Ofering. If the Company and the
Sponsor-OCs (for themselves and on behalf of the Underwriters) reach agrement on
the Ofer Price on or around the Price Determination Date, then such agred price shal
represent the Ofer Price for the purposes of the Global Ofering and for this Agrement
and the parties shal record the agred price by executing the Price Determination
Agrement. If no such agrement is reached and the Price Determination Agrement is
not signed at 12:00 p.m. on August 15, 2025 and no extension is granted by the
Sponsor-OCs pursuant to Clause 2.3, the provisions of Clause 2.4 shal aply. Each of
the Hong Kong Underwriters (other than the Sponsor-OCs) hereby authorises the
Sponsor-OCs to negotiate and agre on its behalf the Ofer Price and to execute and
deliver the Price Determination Agrement on its behalf with such variations, if any,
as in the sole and absolute judgement of the Sponsor-OCs considered necesary or
desirable and further agres that it wil be bound by al the terms of the Price
Determination Agrement as executed.
2.6 Reduction of indicative Ofer Price range or number of Ofer Shares: The
Sponsor-OCs (for themselves and on behalf of the Underwriters) may, where
considered apropriate, based on the level of interest expresed by prospective
investors during the bok-building proces in respect of the International Ofering, and
with the prior consent of the Company, reduce the number of Ofer Shares initialy
ofered in the Global Ofering and/or the indicative Ofer Price range below that stated
in the Hong Kong Prospectus at any time on or prior to the morning of the Aceptance
Date, in which event the Company shal, as son as practicable folowing the decision
to make such reduction and, in any event, not later than the morning of the Aceptance
Date, cause a notice of the reduction in the number of Ofer Shares initialy ofered in
the Global Ofering and/or the indicative ofer price range, the cancelation of the
Global Ofering and relaunch of the ofer at the revised number of Ofer Shares and/or
the revised Ofer Price to be published on the websites of the Company at w.sic.c
and the SEHK at w.hkexnews.hk; In the absence of any such notices, the number
of Ofer Shares wil not be reduced and the Ofer Price, if agred upon by the Sponsor-
OCs (for themselves and on behalf of the Underwriters) and the Company, wil under
no circumstances be set outside the Ofer Price range as stated in the Hong Kong
Prospectus. If there is any change to the ofer size due to change in the number of Ofer
Shares ofered in the Global Ofering (other than pursuant to the realocation
mechanism as disclosed in Hong Kong Prospectus), or change to the Ofer Price which
leads to the resulting price faling outside the indicative Ofer Price range as stated in
the Hong Kong Prospectus, or if the Company becomes aware that there has ben a
significant change afecting any mater contained in the Hong Kong Prospectus or a
significant new mater has arisen, the inclusion of information in respect of which
would have ben required to be in Hong Kong Prospectus if it had arisen before the
Hong Kong Prospectus was isued, after the isue of the Hong Kong Prospectus and
before the comencement of dealings in the Shares as prescribed under Rule 11.13 of
the Listing Rules, the Company is required to cancel the Global Ofering and relaunch
the ofer and isue a suplemental prospectus or a new prospectus.
2.7 No waiver in certain circumstances: The Joint Sponsors’ or the Sponsor-OCs’
consent to or knowledge of any amendments or suplements to the Ofering Documents
or the CSRC Filings subsequent to their respective isue or distribution wil not (i)
constitute a waiver of any of the Conditions; or (i) result in any los of their or the
Hong Kong Underwriters’ rights to terminate this Agrement.
3 APOINTMENTS
3.1 Sponsor-OCs: The Company hereby confirms and acknowledges its apointment, to
the exclusion of al others, of the Sponsor-OCs as the sponsor-overal cordinators of
the Global Ofering in acordance with the terms and conditions of the Sponsors and
Sponsor-OCs Engagement Leters in conection with the listing of the H Shares on the
SEHK, and each of the Sponsor-OCs, relying on the Waranties and subject to the terms
and conditions of this Agrement, hereby confirms and acknowledges its aceptance
of such apointment.
3.2 Overal Cordinators: The Company hereby confirms and acknowledges its
apointment, to the exclusion of al others, of the Overal Cordinators as the overal
cordinators of the Global Ofering, and each of the Sponsor-OCs and the Overal
Cordinators, relying on the Waranties and subject to the terms and conditions of this
Agrement, hereby confirms and acknowledges its aceptance of such apointment.
3.3 Joint Global Cordinators: The Company hereby confirms and acknowledges its
apointment, to the exclusion of al others, of the Joint Global Cordinators to act as
the joint global cordinators to the Global Ofering, and each of the Joint Global
Cordinators relying on the Waranties and subject to the terms and conditions of this
Agrement, hereby confirms and acknowledges its aceptance of such apointment.
3.4 Joint Sponsors: The Company hereby confirms and acknowledges its apointment, to
the exclusion of al others, of the Joint Sponsors to act as the joint sponsors in
conection with the listing of the H Shares on the SEHK in acordance with the terms
of the Sponsors and Sponsor-OCs Engagement Leters.
3.5 Joint Bokruners: The Company hereby confirms and acknowledges its
apointment, to the exclusion of al others, of the Joint Bokruners to act as the joint
bokruners of the Hong Kong Public Ofering and the International Ofering, and
each of the Joint Bokruners relying on the Waranties and subject to the terms and
conditions of this Agrement, hereby confirms and acknowledges its aceptance of
such apointment.
3.6 Joint Lead Managers: The Company hereby confirms and acknowledges its
apointment, to the exclusion of al others, of the Joint Lead Managers to act as the
joint lead managers of the Hong Kong Public Ofering and the International Ofering,
and each of the Joint Lead Managers relying on the Waranties and subject to the terms
and conditions of this Agrement, hereby confirms and acknowledges its aceptance
of such apointment.
3.7 Hong Kong Underwriters: The Company hereby apoints the Hong Kong
Underwriters, to the exclusion of al others, to underwrite the Hong Kong Public
Ofering, and the Hong Kong Underwriters, relying on the Waranties and subject to
the terms and conditions of this Agrement, severaly (and not jointly or jointly and
severaly) acept such apointment, upon and subject to the terms and conditions of
this Agrement.
3.8 Capital Market Intermediaries: The Company hereby confirms and acknowledges
its apointment, to the exclusion of al others, of the Capital Market Intermediaries to
act as the capital market intermediaries in relation to the Global Ofering in acordance
with the terms and conditions of their respective apointment leters.
3.9 Delegation: Each apointment refered to in Clauses 3.1 to 3.8 is made on the basis,
and on terms, that each apointe is irevocably authorised to delegate al or any of its
relevant rights, duties, powers and discretions in such maner and on such terms as it
thinks fit (with or without formality and without prior notice of any such delegation
being required to be given to the Company) to any one or more of its afiliates or any
other person that are permited by aplicable Laws to discharge the duties confered
upon then by such delegation. Each of the apointes refered to in this Clauses 3.1 to
3.8 shal remain liable for acts and omisions of any persons to which it delegates
relevant rights, duties, powers and/or discretions pursuant to this Clause 3.9,
notwithstanding any such delegation.
3.10 Sub-underwriting: The Hong Kong Underwriters shal be entitled to enter into sub-
underwriting agrements in respect of any part of their respective Hong Kong Public
Ofering Underwriting Comitments, provided that no Hong Kong Underwriter shal
ofer or sel any Hong Kong Ofer Shares in conection with any such sub-underwriting
arangements to any person in respect of whom such ofer or sale would be in
contravention of the Listing Rules, aplicable Laws or any seling restrictions set out
in any of the Ofering Documents. Al sub-underwriting comision shal be borne by
the relevant Hong Kong Underwriter and shal not be for the acount of the Company.
As betwen the Company and the relevant Hong Kong Underwriter who apoints any
sub-underwriter(s), such relevant Hong Kong Underwriter shal remain liable for the
acts and omisions of the sub-underwriter(s) with whom it has entered into sub-
underwriting arangements.
3.11 Conferment of authority: The Company hereby irevocably agres that the foregoing
apointments under Clauses 3.1 to 3.8 confer on each of the apointes and their
respective delegates under Clause 3.9 al rights, powers, authorities and discretions on
behalf of the Company which are necesary for, or incidental to, the lawful performance
of such apointe’s roles as a sponsor, overal cordinator, global cordinator, lead
manager, bokruner, capital market intermediary or Hong Kong Underwriter (as the
case may be) and hereby agres to ratify and confirm everything each such apointe
or each such delegate has done or shal do within the scope of such apointments or in
the exercise of such rights, powers, authorities and discretions. The Company further
acknowledges and agres that each of the Joint Sponsors is acting in the capacity as a
sponsor subject to the Code of Conduct For Persons Licensed by or Registered with the
SFC (the “Code”), and therefore the Joint Sponsors only owe certain regulatory duties
to the Stock Exchange and the SFC but such regulatory duties are not owed to any other
party including the Company.
3.12 No fiduciary relationship: The Company acknowledges and agres that (i) the Hong
Kong Underwriters, in their roles as such, are acting solely as underwriters in
conection with the Hong Kong Public Ofering, (i) the Sponsor-OCs and the Overal
Cordinators, in their roles as such, are acting solely as the sponsor overal cordinators
and overal cordinators of the Global Ofering, (i) the Joint Global Cordinators, in
their roles as such, are acting solely as global cordinators of the Global Ofering, (iv)
the Joint Sponsors, in their roles as such, are acting solely as joint sponsors in
conection with the listing of the H Shares on the SEHK, (v) the Joint Bokruners, in
their roles as such, are acting solely as joint bokruners of the Global Ofering, (vi)
the Joint Lead Managers, in their roles as such, are acting solely as the joint lead
managers of the Global Ofering, and (vi) the Capital Market Intermediaries, in their
roles as such, are acting solely as capital market intermediaries of the Global Ofering.
The Company further acknowledges that the Underwriting Parties and the Joint
Sponsors are acting pursuant to a contractual relationship with the Company entered
into on an arm’s length basis, and in no event do the parties intend that the Underwriting
Parties or the Joint Sponsors, as aplicable, act or be responsible as a fiduciary or
adviser to the Company, its directors, supervisors, management, shareholders or
creditors or any other person in conection with any activity that the Underwriting
Parties or the Joint Sponsors, as aplicable, may undertake or have undertaken in
furtherance of the Global Ofering or the listing of the H Shares on the SEHK or the
proces leading thereto, either before or after the date hereof, save for any advice or
service provided by the Joint Sponsors in the capacity as the joint sponsors to the
Company as required under the Listing Rules.
The Underwriting Parties and the Joint Sponsors hereby expresly disclaim any
fiduciary or advisory or similar obligations to the Company, either in conection with
the transactions contemplated under this Agrement or otherwise by the Global
Ofering or the listing of the H Shares on the SEHK or any proces or maters leading
up to such transactions (irespective of whether any of the Underwriting Parties and the
Joint Sponsors have advised or are curently advising the Company on other maters),
and the Company hereby confirms its understanding and agrement to that efect. The
Company, on the one hand, and the Underwriting Parties or the Joint Sponsors, as
aplicable, on the other hand, agre that they are each responsible for making their own
independent judgments with respect to any such transactions and that any opinions or
views expresed by the Underwriting Parties or the Joint Sponsors, as aplicable, to the
Company regarding such transactions, including, but not limited to, any opinions or
views with respect to the price or market for the H Shares, do not constitute advice or
recomendations to the Company.
The Company, on the one hand, and the Underwriting Parties or the Joint Sponsors, as
aplicable, on the other hand, agre that the Underwriting Parties or the Joint Sponsors,
as aplicable, in their respective roles as such and with respect to transactions caried
out at the request of and for the Company pursuant to their respective apointments as
such, are acting as principal and not the agent, adviser or fiduciary of the Company
(except and solely, with respect to the Sponsor-OCs, for the limited purposes of
aranging payment on behalf of the Company of the Trading Fe and the Transaction
Levies as set forth in Clause 5.4, and with respect to the Hong Kong Underwriters, for
the limited purposes of procuring aplications to purchase Unsold Hong Kong Ofer
Shares as set forth in Clause 4.6), and none of the Underwriting Parties and the Joint
Sponsors has asumed, or wil asume, any fiduciary, agency or advisory or similar
responsibility in favour of the Company with respect to the transactions contemplated
by this Agrement or otherwise by the Global Ofering or the listing of the H Shares
on the SEHK or any proces or maters leading up to such transactions (irespective of
whether any of the Underwriting Parties and the Joint Sponsors have advised or are
curently advising the Company on other maters).
The Company further acknowledges and agres that the Underwriting Parties and the
Joint Sponsors are not advising the Company, its directors, supervisors, management
or shareholders or any other person as to any legal, tax, investment, acounting or
regulatory maters in any jurisdiction. The Company shal consult with its own advisors
concerning such maters and shal be responsible for making its own independent
investigation and apraisal of the transactions contemplated by this Agrement, and
none of the Underwriting Parties, the Joint Sponsors and their respective directors,
supervisors, oficers and afiliates shal have any responsibility or liability to the
Company with respect thereto. Any review by the Underwriting Parties and the Joint
Sponsors of the Company, the transactions contemplated by this Agrement or
otherwise by the Global Ofering or the listing of H Shares on the SEHK or any proces
or maters relating thereto shal be performed solely for the benefit of the Underwriting
Parties and the Joint Sponsors and shal not be on behalf of the Company .
The Company further acknowledge and agre that the Underwriting Parties and the
Joint Sponsors and their respective afiliates may be engaged in a broad range of
transactions that involve interests that are diferent from those of the Company .
The Company hereby waives and releases, to the fulest extent permited by Laws, any
conflict of interests and any claims that the Company may have against the
Underwriting Parties, the Joint Sponsors with respect to any breach or aleged breach
of any fiduciary, agency, advisory or similar duty to the Company in conection with
or in relation to the transactions contemplated by this Agrement or otherwise by the
Global Ofering or the listing of the H Shares on the SEHK or any proces or maters
leading up to such transactions.
3.13 No liability for Ofer Price and Ofering Documents: Notwithstanding anything
contained in this Agrement, none of the Joint Sponsors, the Underwriting Parties and
the other Indemnified Parties shal have any liability whatsoever to the Company or
any other person in respect of the folowing maters:
3.10.2 any aleged insuficiency of the Ofer Price or any dealing price of the Ofer
Shares; and
3.10.3 any of the maters refered to in Clauses 12.1.1 to 12.1.4,
and, notwithstanding anything contained in Clause 12, each Indemnified Party shal be
entitled pursuant to the indemnities contained in Clause 12 to recover any Los (as
defined in Clause 12.1) incured or sufered or made as a result of or in conection
with or in relation to any of the foregoing maters.
3.14 Several obligations: Any transaction caried out by any of the apointes pursuant to
its apointment under Clauses 3.23.1 to 3.8, as aplicable, or by any of the delegates
under Clause 3.9 of such apointe (other than a purchase of any Hong Kong Ofer
Shares by such apointe as principal and any stabilisation activity) shal constitute a
transaction caried out at the request of and for the Company and not on acount of or
for any of the other apointes under Clauses 3.1 to 3.8 or their respective delegates
under Clause 3.9. The obligations of the apointes hereunder are several (and not joint
or joint and several). Save as provided in Clause 3.9, none of the apointes under
Clauses 3.1 to 3.8 wil be liable for any failure on the part of any of the other apointes
to perform their respective obligations under this Agrement and no such failure shal
afect the right of any of the other apointes to enforce the terms of this Agrement.
Notwithstanding the foregoing, each of the apointes under Clauses 3.1 to 3.8 shal
be entitled to enforce any or al of its rights under this Agrement either alone or jointly
with the other apointes.
4 THE HONG KONG PUBLIC OFERING
4.1 Hong Kong Public Ofering: The Company shal ofer and sel the Hong Kong Ofer
Shares for subscription by the public in Hong Kong at the Ofer Price (together with
Brokerage, Trading Fe and Transaction Levies) payable in ful on aplication in Hong
Kong dolars on and subject to the terms and conditions set out in the Hong Kong Public
Ofering Documents and this Agrement. Subject to the registration of the Hong Kong
Prospectus by the Company or counsel for the Company on the Company’s behalf, the
Company shal cause, the Formal Notice to be published on the oficial website of the
SEHK at w.hkexnews.hk and on the website of the Company at w.sic.c on
the day(s) specified in SCHEDULE 5 (or such other publications and/or day(s) as may
be agred by the Company and the Joint Sponsors).
4.2 Receiving Banks and Nomines: The Company has apointed the Receiving Banks
to receive aplications and aplication monies under the Hong Kong Public Ofering
and has apointed the Nomines to hold the aplication monies received by the
Receiving Banks under the Hong Kong Public Ofering, in each case upon and subject
to the terms and conditions contained in the Receiving Banks Agrement. The
Company shal procure the Nomines to undertake to hold and deal with such
aplication monies upon and subject to the terms and conditions contained in the
Receiving Banks Agrement.
4.3 H Share Registrar and White Form eIPO Service: The Company has apointed the
H Share Registrar to provide services in conection with the procesing of the Hong
Kong Public Ofering Aplications upon and subject to the terms and conditions of the
Registrar Agrement. The Company has apointed Computershare Hong Kong
Investor Services Limited to act as the service provider in relation to the White Form
eIPO Service upon and subject to the terms and conditions of the Registrar Agrement.
The Company undertakes with the Hong Kong Underwriters to use its best endeavours
to procure that the H Share Registrar shal do al such acts and things as may be
reasonably required to be done by it in conection with the Hong Kong Public Ofering
and its asociated transactions.
4.4 Aplication Lists: Subject as mentioned below, the Aplication Lists wil open at
11:45 a.m. on the Aceptance Date and wil close at 12:00 non on the same day,
provided that in the event of a tropical cyclone warning signal number 8 or above or a
“black” rainstorm warning signal or Extreme Conditions being in force in Hong Kong
at any time betwen 9:00 a.m. and 12:00 non on that day, then the Aplication Lists
wil open at 11:45 a.m. and close at 12:00 non on the next Busines Day on which no
such signal or Extreme Conditions remains in force in Hong Kong at any time betwen
9:00 a.m. and 12:00 non. Al references in this Agrement to the time of opening and
closing of the Aplication Lists shal be construed acordingly.
4.5 Basis of alocation: The Company agres that the Sponsor-OCs shal have the
exclusive right, in their sole and absolute discretion, upon and subject to the terms and
conditions of the Hong Kong Public Ofering Documents, the International
Underwriting Agrement, the Receiving Banks Agrement and this Agrement, to
determine the maner and the basis of alocation of the Hong Kong Ofer Shares, to
reject or acept in whole or in part any Hong Kong Public Ofering Aplication, and
where the number of Hong Kong Ofer Shares being aplied for exceds the total
number of the Hong Kong Ofer Shares, to determine the basis of alocation of the
Hong Kong Ofer Shares.
The Company shal, and shal use its best endeavours to procure that the Receiving
Banks and the H Share Registrar shal, as son as practicable after the close of the
Aplication Lists and in any event in acordance with the terms of the Receiving Banks
Agrement and the Registrar Agrement, provide the Joint Sponsors and the Sponsor-
OCs with such information, calculations and asistance as the Joint Sponsors and the
Sponsor-OCs may require for the purposes of determining, inter alia:
4.5.1 in the event of a Hong Kong Public Ofering Under-Subscription, the number
of Hong Kong Ofer Shares which have not ben aplied for pursuant to
Acepted Hong Kong Public Ofering Aplications; or
4.5.2 in the event of a Hong Kong Public Ofering Over-Subscription, the number
of times by which the number of Hong Kong Ofer Shares which have ben
aplied for pursuant to Acepted Hong Kong Public Ofering Aplications
exceds the total number of Hong Kong Ofer Shares initialy available under
the Hong Kong Public Ofering and the basis of alocation of the Hong Kong
Ofer Shares; or
4.5.3 the level of aceptances and basis of alocation of the Hong Kong Ofer
Shares.
4.6 Several underwriting comitments: Upon and subject to the terms and conditions of
this Agrement and in reliance upon the Waranties, if and to the extent that by 12:00
non on the Aceptance Date there shal remain any Hong Kong Ofer Shares which
have not ben aplied for pursuant to Acepted Hong Kong Public Ofering
Aplications (a “Hong Kong Public Ofering Under-Subscription”), the Hong Kong
Underwriters (other than any Hong Kong Underwriter whose Hong Kong Public
Ofering Underwriting Comitment has ben reduced by the Hong Kong
Underwriter’s Aplications of such Hong Kong Underwriter to zero pursuant to the
provisions of Clause 4.7) shal, subject as provided in Clauses 4.10 and 4.12, procure
aplications to purchase, or failing which themselves as principals aply to purchase,
the number of Hong Kong Ofer Shares remaining available as a result of the Hong
Kong Public Ofering Under-Subscription (the “Unsold Hong Kong Ofer Shares”),
as the Sponsor-OCs may in their sole and absolute discretion determine, in acordance
with the terms and conditions set forth in the Hong Kong Public Ofering Documents
(other than as to the deadline for making the aplication and the terms regarding the
payment procedures), provided that:
4.6.1 the obligations of the Hong Kong Underwriters with respect to the Unsold
Hong Kong Ofer Shares under this Clause 4.6 shal be several (and not joint
or joint and several);
4.6.2 the number of Unsold Hong Kong Ofer Shares which each Hong Kong
Underwriter is obligated to aply to purchase or procure aplications to
purchase under this Clause 4.6 shal be calculated by aplying the formula
below (but shal not in any event exced the maximum number of Hong
Kong Ofer Shares as set forth oposite the name of such Hong Kong
Underwriter in SCHEDULE 1):
)APAC(
)PC(
xTN
−
−
=
where in relation to such Hong Kong Underwriter:
N is the number of Unsold Hong Kong Ofer Shares which such Hong
Kong Underwriter is obligated to aply to purchase or procure
aplications to purchase under this Clause 4.6, subject to such
adjustment as the Sponsor-OCs may determine to avoid fractional
shares;
T is the total number of Unsold Hong Kong Ofer Shares determined
after taking into acount any reduction pursuant to Clauses 2.6, 4.10
and 4.12, as aplicable;
C is the Hong Kong Public Ofering Underwriting Comitment of such
Hong Kong Underwriter;
P is the number of Hong Kong Ofer Shares comprised in the Hong Kong
Underwriter’s Aplications of such Hong Kong Underwriter;
AC is the agregate number of Hong Kong Ofer Shares determined after
taking into acount any reduction pursuant to Clauses 2.6, 4.10 and
4.12, as aplicable; and
AP is the agregate number of Hong Kong Ofer Shares comprised in the
Hong Kong Underwriter’s Aplications of al the Hong Kong
Underwriters; and
4.6.3 the obligations of the Hong Kong Underwriters determined pursuant to this
Clause 4.6 may be rounded, as determined by the Sponsor-OCs in their sole
and absolute discretion, to avoid fractions and od lots. The determination
of the Sponsor-OCs of the obligations of the Hong Kong Underwriters with
respect to the Unsold Hong Kong Ofer Shares under this Clause 4.6 shal
be final and conclusive.
None of the Hong Kong Underwriters wil be liable for any failure on the part of any
of the other Hong Kong Underwriters to perform its obligations under this Clause 4.6
or otherwise under this Agrement. Notwithstanding the foregoing, each of the Hong
Kong Underwriters shal be entitled to enforce any or al of its rights under this
Agrement either alone or jointly with the other Hong Kong Underwriters.
4.7 Hong Kong Underwriters’ set-of: In relation to each Hong Kong Public Ofering
Aplication made or procured to be made by any of the Hong Kong Underwriters
otherwise than pursuant to the provisions of Clause 4.9, the Hong Kong Public
Ofering Underwriting Comitment of such Hong Kong Underwriter shal, subject to
the production of evidence to the satisfaction of the Sponsor-OCs that the relevant
aplication was made or procured to be made by such Hong Kong Underwriter (or any
sub-underwriter of such Hong Kong Underwriter, if aplicable) and to such Hong Kong
Public Ofering Aplication having ben acepted (whether in whole or in part)
pursuant to the provisions of Clause 4.5 and thus becoming an Acepted Hong Kong
Public Ofering Aplication, be reduced pro tanto by the number of Hong Kong Ofer
Shares acepted pursuant to and comprised in such Acepted Hong Kong Public
Ofering Aplication until the Hong Kong Public Ofering Underwriting Comitment
of such Hong Kong Underwriter is reduced to zero. Detailed provisions relating to the
set-of of the Hong Kong Public Ofering Underwriting Comitment of a Hong Kong
Underwriter are set out in SCHEDULE 4.
4.8 Acepted Aplication: The Company agres that al duly completed and submited
aplications received prior to the closing of the Aplication Lists and acepted by the
Sponsor-OCs pursuant to Clause 4.5, either in whole or in part, wil be acepted by the
Company before caling upon the Hong Kong Underwriters or any of them to perform
their obligations under Clause 4.6.
4.9 Aplications and payment for Unsold Hong Kong Ofer Shares: In the event of a
Hong Kong Public Ofering Under-Subscription, the Sponsor-OCs shal, subject to
receiving the relevant information, calculations and asistance from the Receiving
Banks and the H Share Registrar pursuant to Clause 4.5.1, notify each of the Hong
Kong Underwriters as son as practicable and in any event by 5:00 p.m. on the
Aceptance Date of the number of Unsold Hong Kong Ofer Shares to be taken up
pursuant to Clause 4.6, and each of the Hong Kong Underwriters shal, as son as
practicable and in any event not later than 10:00 a.m. on the first Busines Day after
such notification and subject to the Conditions having ben duly fulfiled or waived in
acordance with the terms of this Agrement:
4.9.1 make aplications for such number of Unsold Hong Kong Ofer Shares as
fal to be taken up by it pursuant to Clause 4.6 specifying the names and
adreses of the aplicants and the number of Hong Kong Ofer Shares to be
alocated to each such aplicant and deliver to the Joint Sponsors and the
Sponsor-OCs records for the duly completed aplications; and
4.9.2 pay, or procure to be paid, to the Nomines the agregate amount payable on
aplication in respect of the Ofer Price for such number of Unsold Hong
Kong Ofer Shares as fal to be taken up by it pursuant to Clause 4.6 (which
shal include al amounts on acount of the Brokerage, the Trading Fe and
the Transaction Levies in acordance with the terms of the Hong Kong
Public Ofering), provided that while such payments may be made through
the Sponsor-OCs on behalf of the Hong Kong Underwriters at their
discretion and without obligation, the Sponsor-OCs shal not be responsible
for the failure by any Hong Kong Underwriter (apart from itself in its
capacity as a Hong Kong Underwriter) to make such payment,
and the Company shal, as son as practicable and in no event later than 9:00 a.m. on
August 18, 2025 (the date specified in the Hong Kong Prospectus for the despatch of
H share certificates), duly alot and isue to the said aplicants the Hong Kong Ofer
Shares to be taken up as aforesaid and use its best endeavours to procure the H Share
Registrar to duly isue and deliver valid H share certificates in respect of such Hong
Kong Ofer Shares, in each case on the basis set out in Clause 5.1.
4.10 Power of the Sponsor-OCs to make aplications: In the event of a Hong Kong Public
Ofering Under-Subscription, the Sponsor-OCs shal have the right (to be exercised at
their sole and absolute discretion (in such proportions as shal be agred among
themselves) and in relation to which they are under no obligation to exercise) to aply
to purchase or procure aplications to purchase (subject to and in acordance with this
Agrement) al or any of the Unsold Hong Kong Ofer Shares which any Hong Kong
Underwriter is required to take up pursuant to Clause 4.6. Any aplication submited
or procured to be submited by any of the Sponsor-OCs pursuant to this Clause 4.10 in
respect of which payment is made mutatis mutandis in acordance with Clause 4.9
shal satisfy pro tanto the obligation of the relevant Hong Kong Underwriter under
Clause 4.6 but shal not afect any agrement or arangement among the Hong Kong
Underwriters regarding the payment of the Underwriting Comision.
4.11 Realocation from the International Ofering to the Hong Kong Public Ofering:
If the number of Hong Kong Ofer Shares which are the subject of the Acepted Hong
Kong Public Ofering Aplications exceds the number of Hong Kong Ofer Shares
initialy ofered (a “Hong Kong Public Ofering Over-Subscription”), then:
4.11.1 subject to any required realocation as set forth below in Clause 4.11.2 or
4.11.3, the Sponsor-OCs, in their sole and absolute discretion, may (but shal
have no obligation to) realocate Ofer Shares from the International Ofering
to the Hong Kong Public Ofering and make available such realocated Ofer
Shares as aditional Hong Kong Ofer Shares to satisfy Hong Kong Public
Ofering Aplications. In the event of such realocation, the number of Ofer
Shares available under the International Ofering and the respective
International Ofering Underwriting Comitments of the International
Underwriters may be reduced in such maner and proportions as the
Sponsor-OCs may in their sole and absolute discretion determine and the
Hong Kong Underwriters wil not be entitled to the Underwriting
Comision refered to in Clause 6.1 in respect of the Ofer Shares
realocated to the Hong Kong Public Ofering;
4.11.2 if purchasers have ben procured by the International Underwriters for al
the International Ofer Shares initialy ofered (the “International Ofering
Ful or Over-subscription”) and the Hong Kong Public Ofering Over-
Subscription represents a subscription of (i) 15 times or more but les than
50 times, (i) 50 times or more but les than 100 times, or (i) 100 times or
more, of the number of the Hong Kong Ofer Shares initialy available for
subscription under the Hong Kong Public Ofering, then Ofer Shares shal
be realocated to the Hong Kong Public Ofering from the International
Ofering so that the total number of Ofer Shares available under the Hong
Kong Public Ofering shal be increased to 7,161,900, 11,936,500 and
16,711,000 Ofer Shares, respectively, representing aproximately 15% (in
the case of (i), 25% (in the case of (i) or 35% (in the case of (i),
respectively, of the total number of Ofer Shares initialy available under the
Global Ofering (before any exercise of the Over-Alotment Option); and
4.11.3 if (i) the International Ofering Ful or Over-subscription ocurs, and the
Hong Kong Public Ofering Over-Subscription represents a subscription of
more than 100%, but les than 15 times, of the number of Hong Kong Ofer
Shares initialy available under the Hong Kong Public Ofering; or (i) the
International Ofer Shares under the International Ofering are not fuly
subscribed, and the Hong Kong Public Ofering Over-Subscription
represents a subscription of more than 100% of the number of Hong Kong
Ofer Shares initialy available under the Hong Kong Public Ofering, the
Sponsor-OCs may, at their sole and absolute discretion, realocate the Ofer
Shares initialy alocated for the International Ofering to the Hong Kong
Public Ofering to satisfy the Hong Kong Public Ofering Over-Subscription,
provided that the total number of Hong Kong Ofer Shares available under
the Hong Kong Public Ofering shal not be increased to more than 4,774,600
Ofer Shares, representing twice of the number of Hong Kong Ofer Shares
initialy available under the Hong Kong Public Ofering.
In each of the above cases, the number of Ofer Shares available under the International
Ofering and the respective International Ofering Underwriting Comitments of the
International Underwriters shal be reduced acordingly and the Hong Kong
Underwriters wil not be entitled to the Underwriting Comision refered to in Clause
6.1 in respect of the Ofer Shares realocated to the Hong Kong Public Ofering.
Notwithstanding any other provisions of this Agrement, any realocation of Ofer
Shares from the International Ofering to the Hong Kong Public Ofering shal be
conducted in acordance with the relevant rules and the Guide for New Listing
Aplicants of the SEHK.
4.12 Realocation from the Hong Kong Public Ofering to the International Ofering:
If a Hong Kong Public Ofering Under-Subscription shal ocur, the Sponsor-OCs, in
their sole and absolute discretion, may (but shal have no obligation to) realocate al
or any of the Unsold Hong Kong Ofer Shares from the Hong Kong Public Ofering to
the International Ofering and make available such realocated Ofer Shares as
aditional International Ofer Shares to satisfy demand under the International Ofering.
In the event of such realocation, the number of Unsold Hong Kong Ofer Shares and
the respective Hong Kong Public Ofering Underwriting Comitments of the Hong
Kong Underwriters shal be reduced in such maner and proportions as the Sponsor-
OCs may in their sole and absolute discretion determine. Any Hong Kong Ofer Shares
which are so realocated from the Hong Kong Public Ofering to the International
Ofering shal for al purposes (including any fe arangements) be demed to be
International Ofer Shares and wil be alocated to increase the International Ofering
Underwriting Comitment of al or any of the International Underwriters in
acordance with the terms of the International Underwriting Agrement, or in the
absence of which, in such proportion as the Sponsor-OCs in their sole and absolute
discretion determine. The Hong Kong Underwriters wil not be entitled to the
Underwriting Comision refered to in Clause 6.1 in respect of the Ofer Shares
realocated to the International Ofering.
4.13 Hong Kong Underwriters’ obligations cease: Al obligations and liabilities of the
Hong Kong Underwriters under this Agrement wil cease and be fuly discharged
folowing payment by or on behalf of the Hong Kong Underwriters in acordance with
Clause 4.9 or Clause 4.10 or where the Hong Kong Public Ofering is fuly subscribed
or upon a Hong Kong Public Ofering Over-Subscription having ocured (save in
respect of any antecedent breaches under this Agrement). Further, none of the
Sponsor-OCs or any of the Hong Kong Underwriters shal be liable for any failure by
any Hong Kong Underwriter (other than itself as Hong Kong Underwriter) to perform
any of such other Hong Kong Underwriter’s obligations under this Agrement.
4.14 Implementation of the Hong Kong Public Ofering: Without prejudice to the
foregoing obligations, the Company undertakes with the Underwriting Parties and the
Joint Sponsors to take such action and do (or procure to be done) al such other acts
and things reasonably required to implement the Hong Kong Public Ofering and to
comply with al relevant legal and regulatory requirements so as to enable the listing
of, and permision to deal in, the H Shares on the SEHK to be granted by the SEHK.
5 ALOTMENT AND PAYMENT
5.1 Isue of Hong Kong Ofer Shares: Upon receipt by the H Share Registrar of the
Acepted Hong Kong Public Ofering Aplications, the Company shal as son as
practicable folowing anouncement of the basis of alocation of the Hong Kong Ofer
Shares and in any event no later than 9:00 a.m. on August 18, 2025 (the date specified
in the Hong Kong Prospectus for the despatch of H share certificates):
5.1.1 duly alot and isue, conditional upon the fulfilment of the Conditions (unles
modified or waived in acordance with the terms of this Agrement), the
Hong Kong Ofer Shares in acordance with the relevant sections of the
Hong Kong Public Ofering Documents and this Agrement to the sucesful
aplicants and in the numbers specified by the Sponsor-OCs on terms that
they rank pari pasu in al respects with the existing isued Shares, including
the right to rank in ful for al distributions declared, paid or made by the
Company after the time of their alotment, and that they wil rank pari pasu
in al respects with the International Ofer Shares;
5.1.2 procure that the names of the sucesful aplicants (or, where apropriate,
HKSC Nomines Limited) shal be entered in the register of members of
the Company acordingly (without payment of any registration fe); and
5.1.3 procure that H share certificates in respect thereof (each in a form complying
with the Listing Rules and in such number and denominations as directed by
the Sponsor-OCs) shal be isued and despatched, or delivered or released to
sucesful aplicants (or where apropriate, HKSC Nomines Limited for
imediate credit to such designated HKSC Participant’s stock acounts as
shal be notified by the Sponsor-OCs to the Company for such purpose), or
made available for colection (as aplicable) as provided for in the Hong
Kong Public Ofering Documents and this Agrement.
5.2 Payment to the Company: The aplication monies received in respect of the Hong
Kong Public Ofering Aplications and held by the Nomines wil be paid in Hong
Kong dolars to the Company on the Listing Date at or around 9:30 a.m. (subject to and
in acordance with the provisions of the Receiving Banks Agrement and this
Agrement) upon the Nomines receiving writen confirmation from the Sponsor-OCs
that the Conditions have ben fulfiled or waived and that H share certificates have
ben despatched to sucesful aplicants of the Hong Kong Ofer Shares (or to HKSC
Nomines Limited, as the case may be), by wire transfer to such acount or acounts
in Hong Kong specified by the Company and notified to the Sponsor-OCs in writing as
son as practicable after the signing of this Agrement (but, in any event, by no later than
thre Busines Days imediately preceding the Listing Date) in imediately available
funds, provided, however, that the Nomines wil, in acordance with the provisions of
the Receiving Banks Agrement, only be alowed to deduct therefrom:
5.2.1 the Sponsor-OCs are hereby irevocably and unconditionaly authorised by
the Company to direct the Nomines (prior to payment of the aplication
monies to the Company on and at the date and time as aforesaid) to deduct
from such aplication monies received in respect of Hong Kong Public
Ofering Aplications for the Hong Kong Ofer Shares ofered by the
Company and pay to the Sponsor-OCs (and where a person other than the
Sponsor-OCs is entitled to any amount so deducted, such amount wil be
received by the Sponsor-OCs on behalf of such person) al amounts payable
by the Company pursuant to Clause 5.3 (Brokerage, Trading Fe and
Transaction Levies for aplicants), Clause 5.4 (Trading Fe and Transaction
Levies for the Company), underwriting comision, incentive fe (if any)
under Clauses 6.1, 6.2 and the outstanding sponsor fes payable by the
Company pursuant to the Sponsors and Sponsor-OCs Engagement Leters
under Clause 6.3.1 provided that a list of particulars of deductions shal be
provided for prior writen confirmation of the Company, which shal not be
unreasonably witheld or delayed; and
5.2.2 to the extent that the amounts deducted by the Nomines under Clause 5.2.1
are insuficient to cover, or the Nomines does not or wil not deduct in
acordance with Clause 5.2.1, the amounts payable by the Company
pursuant to Clause 6.1, 6.2 and 6.3.1, the Company shal pay or cause to be
paid in ful, on and at the date and time of payment of the aplication monies
to the Company as aforesaid or as son as practicable and in any event within
30 days upon writen demand of the Sponsor-OCs (for themselves or on
behalf of the Hong Kong Underwriters, as aplicable) or 15 Busines Days
upon Company’s prior confirmation of the list of particulars of relevant
comisions, fes, costs, charges and expenses provided to the Company
before any such payment by the Company (which shal not be unreasonably
witheld or delayed), the shortfal or the amounts not so deducted, as
aplicable, to the Sponsor-OCs (for themselves or on behalf of the Hong
Kong Underwriters, as aplicable) or to the relevant party entitled to the
amount payable by the Company.
The net amount payable to the Company pursuant to this Clause 5.2 wil (for the
avoidance of doubt and if aplicable) be calculated after alowing for the deduction of
fes and amounts payable by the Company pursuant to Clause 6, and entitlements of
sucesful aplicants under the Hong Kong Public Ofering to refunds of aplication
monies (including the Brokerage, the Trading Fe and the Transaction Levies) if and
to the extent that the Ofer Price shal be determined at below HK$42.80 per Ofer
Share.
5.3 Brokerage, Trading Fe and Transaction Levies for aplicants: Subject to the
receipt of the aplicable amount pursuant to Clause 6.3, the Sponsor-OCs wil, on
behalf of the Hong Kong Underwriters, arange for the payment by the Nomines on
behalf of al sucesful aplicants under the Hong Kong Public Ofering to the persons
entitled thereto of the Brokerage, the Trading Fe and the Transaction Levies in respect
of the Acepted Hong Kong Public Ofering Aplications, such amounts to be paid out
of the aplication monies received in respect of the Hong Kong Public Ofering
Aplications. The Sponsor-OCs are hereby irevocably and unconditionaly authorised
by the Company to direct the Nomines to deduct and pay such amounts.
5.4 Trading Fe and Transaction Levies for the Company: Subject to the receipt of the
aplicable amount pursuant to Clause 6.3, the Sponsor-OCs wil, on behalf of the
Company, arange for the payment by the Nomines of the Trading Fe and the
Transaction Levies payable by the Company in respect of the Acepted Hong Kong
Public Ofering Aplications for the Hong Kong Ofer Shares ofered by the Company,
such amounts to be paid out of the aplication monies received in respect of the Hong
Kong Public Ofering Aplications. The Sponsor-OCs are hereby irevocably and
unconditionaly authorised by the Company to direct the Nomines to deduct and pay
such amounts.
5.5 Refund cheques: The Company wil use its best endeavours to procure that, in
acordance with the terms of the Receiving Banks Agrement and the Registrar
Agrement, the Nomines wil pay refunds of aplications monies, and the H Share
Registrar wil arange for the distribution of refund cheques, to those sucesful and
unsucesful aplicants under the Hong Kong Public Ofering who are or may be
entitled to receive refunds of aplication monies (in whole or in part) in acordance
with the terms of the Hong Kong Public Ofering specified in the Hong Kong Public
Ofering Documents.
5.6 No responsibility for default. The Company acknowledges and agres that none of
the Joint Sponsors and the Underwriting Parties has or shal have any liability
whatsoever under Clause 5 or Clause 6 or otherwise for any default by the Nomines
or any other aplication or otherwise of funds.
5.7 Separate Bank Acount: The Company agres that the aplication monies received
in respect of Hong Kong Public Ofering Aplications shal be credited to a separate
bank acount with the Nomines pursuant to the terms of the Receiving Banks
Agrement.
6 COMISIONS AND COSTS
6.1 Underwriting comision: the Company agres to pay al syndicate CMIs a total
underwriting comision equal to 2.0% of the agregate Ofer Price in respect of al
of the Hong Kong Ofer Shares (excluding any International Ofer Shares realocated
to the Hong Kong Public Ofering and any Hong Kong Ofer Shares realocated to the
International Ofering, in each case pursuant to Clauses 4.11 and 4.12, respectively)
(the “Underwriting Comision”). The respective entitlements of the Hong Kong
Underwriters to the Underwriting Comision wil be determined in the International
Underwriting Agrement, provided that (a) any alocation of the Underwriting
Comision to the Sponsor-OCs shal be no les favorable than as set out in their
respective Sponsors and Sponsor-OCs Engagement Leters and in compliance with the
Listing Rules, the Code of Conduct and Frequently Asked Questions No. 077-2022
published by the Stock Exchange; and (b) any adjustment to the alocation of the
Underwriting Comision to each CMI as set out in the respective engagement leter
with each CMI shal be in compliance with the Listing Rules, the Code of Conduct and
Frequently Asked Questions No. 077-2022 published by the Stock Exchange.
6.2 Incentive fe: the Company may, at its sole and absolute discretion, pay any or al
syndicate CMIs an aditional fe of up to 1.0% of the agregate Ofer Price in respect
of al of the Hong Kong Ofer Shares (excluding any International Ofer Shares
realocated to the Hong Kong Public Ofering and any Hong Kong Ofer Shares
realocated to the International Ofering, in each case pursuant to Clauses 4.11 and
4.12, respectively) (the “Incentive Fe”). The actual absolute amount of the
Discretionary Fe (if any) and the split of the Discretionary Fe (if any), in absolute
amount, among al CMIs, shal be determined and comunicated to each CMI at or
around the Price Determination Date and to be set out in the International Underwriting
Agrement (but in any event before the submision to the Stock Exchange the
declaration to be signed by a Director and the secretary of the Company in the form set
out in Form F (published in the “Regulatory Forms” section of the Stock Exchange’s
website) on FINI), in acordance with such engagement leters betwen the Company
and the respective Sponsor-OC, Overal Cordinator or CMI and in compliance with
the Code of Conduct and the requirements under the Listing Rules.
6.3 Costs payable by the Company: The Company shal be responsible for al the costs,
expenses, fes, charges and Taxation in conection with or incidental to the Global
Ofering, the listing of the H Shares on the SEHK and this Agrement and the
transactions contemplated thereby or hereby, and in each case and where aplicable,
subject to the terms of the agrements (and al amendments or suplements thereto)
entered into betwen the Company and the relevant parties, including the folowing:
6.3.1 the sponsor engagement fes of each Joint Sponsor (which the Company
shal pay to the Joint Sponsors the outstanding sponsor fes payable by the
Company pursuant to the Sponsors and Sponsor-OCs Engagement Leters
upon Listing);
6.3.2 fes, disbursements and expenses of the Reporting Acountant in acordance
with the engagement leter betwen the Company and the Reporting
Acountant;
6.3.3 fes, disbursements and expenses of the H Share Registrar and the White
Form eIPO Service Provider in acordance with their respective engagement
leters with the Company;
6.3.4 fes, disbursements and expenses of al legal advisers to the Company and
al legal advisers to the Joint Sponsors and the Underwriters in acordance
with the relevant engagement leters entered into betwen the Company and
such legal advisers;
6.3.5 fes, disbursements and expenses of the Industry Consultant in acordance
with the engagement leter betwen the Company and the Industry
Consultant;
6.3.6 fes, disbursements and expenses of the Internal Control Consultant in
acordance with the engagement leter betwen the Company and the
Internal Control Consultant;
6.3.7 fes, disbursements and expenses of any public relations consultants engaged
by the Company in acordance with the engagement leter betwen the
Company and such public relations consultants;
6.3.8 fes, disbursements and expenses of the Receiving Banks and the Nomines;
6.3.9 fes, disbursements and expenses of other agents and advisers engaged by
the Company and by the Underwriters (with the prior writen aproval of the
Company) relating to the Global Ofering;
6.3.10 fes, disbursements and expenses related to the aplication for listing of the
Ofer Shares on the SEHK, the filing or registration of any documents with
any relevant Authority (including the Registrar of Companies in Hong Kong)
and the qualification of the Ofer Shares in any jurisdiction;
6.3.11 the out-of-pocket costs, disbursements and expenses (including, without
limitation, al documentary, advertising, mailing, telephone,
telecomunication, postage, courier, travel, acomodation and
background search costs and expenses) of the Joint Sponsors and the
Underwriting Parties (including their respective afiliates) in acordance
with the terms and conditions in the engagement leters entered into betwen
the Company and each CMI;
6.3.12 al costs, disbursements and expenses for roadshow (including but not
limited to pre-deal or non-deal roadshow or investor education) incured by
the Company, presentations or metings undertaken as aproved by the
Company in conection with the marketing of the ofering and sale of the
Ofer Shares to prospective investors, including al fes and expenses of any
consultants engaged in conection with the road show presentation and other
fes and expenses in relation thereto incured by the Company, the
Underwriting Parties (including their respective afiliates);
6.3.13 al printing and advertising costs incured (including al fes, disbursements
and expenses of the financial printer retained for the Global Ofering) as
aproved by the Company;
6.3.14 al costs of preparing, printing, despatch, filing and distribution of the
Ofering Documents in al relevant jurisdictions, and al amendments and
suplements thereto as aproved by the Company;
6.3.15 al costs and expenses of conducting the syndicate analysts’ briefing and
other presentation relating to the Global Ofering and for printing and
distribution of research reports incured by the Company;
6.3.16 al costs of preparing, printing, despatch and distribution (including
transportation, packaging and insurance) of share certificates, leters of
regret and refund cheques;
6.3.17 al capital duty (if any), premium duty (if any), tax, levy and other fes, costs
and expenses payable in respect of the creation and isue of the Hong Kong
Ofer Shares, the Hong Kong Public Ofering (including, without limitation,
any Brokerage, Trading Fe and Transaction Levies payable by the
Company, and any stamp or capital duty and any other fes, charges,
expenses, Taxes and levies payable, arising from or in respect of the creation,
isue, alotment and delivery of the Ofer Shares pursuant to the Global
Ofering), the execution and delivery of and the performance of any
provisions of this Agrement;
6.3.18 al procesing charges and related expenses payable to HKSC and al costs
and expenses incured by the Company related to the preparation and
launching of the Global Ofering provided that a list of particulars of such
charges and expenses are provided for prior writen confirmation of the
Company;
6.3.19 fes and expenses related to company searches, litigation searches, winding-
up searches, bankruptcy searches and directorship searches in conection
with the Global Ofering as aproved by the Company; and
al CAS transaction fes payable in conection with the Global Ofering. The
Company shal pay or cause to be paid al such costs, expenses, fes, charges and
Taxation, provided that a list of particulars of such costs, expenses, fes, charges shal
be provided for prior writen confirmation of the Company, subject to the terms of the
agrements entered into betwen the Company and the relevant parties.
Notwithstanding anything to the contrary in Clause 17.11, if any costs, expenses, fes
or charges refered to in this Clause 6.3 is paid or to be paid by any of the Joint Sponsors
and the Sponsor-OCs for or on behalf of the Company in conection with the Global
Ofering, the Company shal reimburse such costs, expenses, fes or charges to the
relevant Joint Sponsors or the Sponsor-OCs on an after-tax basis, subject to terms of
the agrements entered into betwen the Company and the relevant parties.
6.4 Costs and expenses remaining payable if the Global Ofering does not proced: If
this Agrement is terminated or does not become unconditional or, for any other reason,
the Global Ofering is not completed, the Company shal not be liable to pay any
Underwriting Comision or Incentive Fe under Clause 6.1 or Clause 6.2, but the
Company shal pay or reimburse or cause to be paid or reimbursed to the relevant
parties al costs, expenses, fes, charges and Taxation refered to in Clause 6.3, which
have ben incured or are liable to be paid by the Joint Sponsors and/or the relevant
parties and al other costs, expenses, fes, charges and Taxation payable by the
Company pursuant to Clause 6.3, within 15 Busines Days upon demand by the Joint
Sponsors or the relevant parties which incured the costs, expenses, fes, charges and
Taxation, as the case may be, unles otherwise agred betwen the Company and the
relevant parties, on the condition that the list of particulars of relevant costs, expenses,
fes, charges and Taxation shal be provided to the Company for prior confirmation
before any payment by the Company, which shal not be unreasonably witheld or
delayed.
6.5 Time of payment of costs: For the avoidance of doubt, al comisions, fes, costs,
charges and expenses refered to in this Clause 6 shal, except as otherwise provided
in this Clause 6, if not so deducted pursuant to Clause 5.2, or the balance of such
comisions, fes, costs, charges and expenses (if the amount deducted pursuant to
Clause 5.2 shal be insuficient for the purposes of covering such comisions, fes,
costs, charges and expenses), be payable by the Company within 15 Busines Days
upon Company’s prior confirmation of the list of particulars of relevant comisions,
fes, costs, charges and expenses provided to the Company before any such payment
by the Company (which shal not be unreasonably witheld or delayed) or in
acordance with the engagement leter or agrement entered into by the Company and
the relevant parties.
7 STABILISATION
7.1 Stabilising manager and stabilisation actions: The Company acknowledges that
CIC and/or any person acting for it, to the exclusion of al others, (the “Stabilising
Manager”) is hereby apointed to act as stabilising manager in conection with the
Global Ofering and may (but with no obligation and not as agent for the Company)
make purchases, over-alocate or efect transactions in the market or otherwise take
such stabilising action(s) with a view to suporting the market price of the H Shares at
a level higher than that which might otherwise prevail for a limited period after the
Listing Date. The Company hereby acknowledges and agres that the Stabilising
Manager may, in its sole and absolute discretion, apoint any person to be its agent for
the purposes of taking any stabilisation actions. Any such agent shal have the rights
and authorities confered upon the Stabilising Manager pursuant to this Clause 7. Any
stabilisation actions taken by the Stabilising Manager and/or any person acting for it as
stabilising manager shal be conducted in compliance with the Securities and Futures
(Price Stabilizing) Rules under the Securities and Futures Ordinance and al other
aplicable Laws and, if taken, may be discontinued at any time. Each of the Hong Kong
Underwriters (other than the Stabilising Manager or any person acting for it) hereby
undertakes severaly (and not jointly or jointly and severaly) to each other party
(including the Joint Global Cordinators, the Joint Bokruners and the Joint Lead
Managers) to this Agrement that it wil not take or cause or authorise any person to
take, and shal cause its afiliates and/or agents not to take, directly or indirectly, any
stabilisation action or any action which is designed to or which constitutes or which
might be expected to cause or result in the stabilisation or maintenance of the price of
any security of the Company.
7.2 Stabilising loses and profits: Al liabilities, expenses and loses arising from
stabilisation activities and transactions efected by the Stabilising Manager and/or any
person acting for it as stabilising manager shal be for the respective acounts of the
International Underwriters in the same proportions, as nearly as may be practicable, as
the respective International Ofering Underwriting Comitments of the International
Underwriters, and may be deducted from the comisions payable to the International
Underwriters. Al profits or gains arising from stabilising activities and transactions
efected by the Stabilising Manager and/or any person acting for it as stabilising
manager shal be for the respective acount of the Sponsor-OCs in acordance with the
proportions which their and their respective afiliates’ respective International Ofering
Underwriting Comitments bear to the total International Ofering Underwriting
Comitments of the Sponsor-OCs and their respective afiliates.
7.3 No stabilisation by the Company: the Company undertakes to the Joint Sponsors, the
Underwriting Parties and each of them that it wil not, and wil cause its afiliates or
any of its or its afiliates’ respective directors, supervisors, oficers, employes,
promoters or any person acting on its behalf or on behalf of any of the foregoing
persons not to:
7.3.1 take or facilitate, directly or indirectly, any action which is designed to or
which constitutes or which might reasonably be expected to cause or result
in stabilisation or manipulation of the price of any security of the Company
to facilitate the sale or resale of any security of the Company or otherwise;
or
7.3.2 take, directly or indirectly, any action which would constitute a violation of
the market misconduct provisions of Parts XI and XIV of the Securities
and Futures Ordinance; or
7.3.3 take or omit to take, directly or indirectly, any action which may result in the
los by the Stabilising Manager or any person acting for it as stabilising
manager of the ability to rely on any stabilisation safe harbour provided by
the Securities and Futures (Price Stabilizing) Rules under the Securities and
Futures Ordinance or otherwise,
8 REPRESENTATIONS, WARANTIES AND UNDERTAKINGS
8.1 Waranties by the Company: The Company represents, warants, agres and
undertakes with respect to each of the Waranties in SCHEDULE 2, to the Joint
Sponsors and the Underwriting Parties and each of them that each of the Waranties is
true, acurate and not misleading as at the date of this Agrement, and the Company
acknowledges that each of the Joint Sponsors and the Underwriting Parties is entering
into this Agrement in reliance upon the Waranties.
8.2 Waranties repeated: The Waranties are given on and as at the date of this
Agrement with respect to the facts and circumstances subsisting as at the date of this
Agrement. In adition, the Waranties shal be demed to be repeated:
8.2.1 on the date of registration of the Hong Kong Prospectus by the Registrar of
Companies in Hong Kong as required by section 342C of the Companies
(WUMP) Ordinance;
8.2.2 on the Hong Kong Prospectus Date and the date(s) of the suplemental Hong
Kong Prospectus(es) (if any);
8.2.3 on the Aceptance Date;
8.2.4 on the Price Determination Date;
8.2.5 imediately prior to (i) the delivery by the Sponsor-OCs and/or the other
Hong Kong Underwriters of duly completed aplication and (i) payment by
the Sponsor-OCs and/or the other Hong Kong Underwriters for the Hong
Kong Ofer Shares to be taken up, respectively, pursuant to Clause 4.6
and/or Clause 4.10 (as the case may be);
8.2.6 imediately prior to 8:00 a.m. on the Listing Date; and
8.2.7 imediately prior to comencement of dealings in the Ofer Shares on the
SEHK.
in each case with reference to the facts and circumstances then subsisting provided,
however, that al of the Waranties shal remain true, acurate and not misleading as at
each of the dates or times specified above, without taking into consideration in each
case any amendment or suplement to the Ofering Documents or the CSRC Filings
made or delivered under Clause 8.5 subsequent to the date of the registration of the
Hong Kong Prospectus, or any aproval by the Joint Sponsors and/or the Sponsor-OCs,
or any delivery to investors, of any such amendment or suplement, and shal not be
(or be demed) updated or amended by any such amendment or suplement or by any
such aproval or delivery. For the avoidance of doubt, nothing in this Clause 8.2 shal
afect the on-going nature of the Waranties.
8.3 Notice of breach of Waranties: The Company hereby jointly and severaly
undertakes to promptly notify the Joint Sponsors and the Sponsor-OCs (for themselves
and on behalf of the Hong Kong Underwriters) in writing if it comes to its knowledge
that any of the Waranties is untrue, incomplete, inacurate, misleading or breached in
any respect or ceases to be true and acurate or becomes misleading or breached in any
respect at any time up to the last to ocur of the dates and times specified in Clause 8.2
or if it becomes aware of any event or circumstances which would or might cause any
of the Waranties to become untrue, inacurate, misleading or breached in any respect.
8.4 Undertakings not to breach Waranties: The Company hereby jointly and severaly
undertakes to the Joint Sponsors and the Underwriting Parties not to, and shal procure
that neither the Company nor any other member of the Group shal, do or omit to do
anything or permit to ocur any event which would or might render any of the
Waranties untrue, incomplete, inacurate, misleading or breached in any respect at any
time up to the last to ocur of the dates and times specified in Clause 8.2 or which
could materialy and adversely afect the Global Ofering. Without prejudice to the
foregoing, the Company agres not to make any amendment or suplement to the
Ofering Documents or the CSRC Filings or any of them without the prior writen
aproval of the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of
the Hong Kong Underwriters), whose aproval shal not be unreasonably witheld or
delayed.
8.5 Remedial action and anouncements: The Company shal notify the Joint Sponsors
and the Sponsor-OCs, promptly if at any time, by reference to the facts and
circumstances then subsisting, on or prior to the last to ocur of the dates on which the
Waranties are demed to be given or repeated pursuant to the provisions of Clause
8.2, (i) any event shal ocur or any circumstance shal exist which renders or could
render untrue, inacurate, misleading or breached in any respect any of the Waranties,
if repeated imediately after the ocurence of such event or existence of such
circumstance, or gives rise to or could give rise to a claim under any of the indemnities
as contained in or given pursuant to this Agrement, or (i) any event shal ocur or any
circumstance shal exist which would or might (1) render untrue, inacurate of any
statement in al material respects, or misleading, whether of fact or opinion, contained
in any of the Ofering Documents or the CSRC Filings; or (2) result in the omision of
any fact which is material for disclosure or required by aplicable Laws to be disclosed
in any of the Ofering Documents or the CSRC Filings, if the same were isued
imediately after the ocurence of such event or existence of such circumstance; or
(i) it shal become necesary or desirable for any other reason to amend or suplement
any of the Ofering Documents or the CSRC Filings, or (iv) any significant new factor
likely to adversely afect the Company, the Hong Kong Public Ofering or the Global
Ofering shal arise, and, in each of the cases described in paragraphs (i) through (iv)
above, without prejudice to any other rights of the Joint Sponsors, the Underwriting
Parties or any of them under this Agrement, the Company, at its own expense, shal
promptly take such remedial action as may be required by the Joint Sponsors and/or
the Sponsor-OCs, including promptly preparing, anouncing, isuing, publishing,
distributing or otherwise making publicly available, at the Company’s expense, such
amendments or suplements to the Ofering Documents or the CSRC Filings or any of
them as the Joint Sponsors and the Sponsor-OCs may require and suplying the Joint
Sponsors, the Sponsor-OCs (for themselves and on behalf of the Hong Kong
Underwriters) or such persons as they may direct, with such number of copies of such
amendments or suplements as they may require. For the avoidance of doubt, the
consent or aproval of the Joint Sponsors and/or the Sponsor-OCs for the Company to
take any such remedial action shal not (i) constitute a waiver of, or in any way afect,
any right of the Joint Sponsors, the Sponsor-OCs or any other Hong Kong Underwriters
under this Agrement in conection with the ocurence or discovery of such mater,
event or fact or (i) result in the los of the rights of the Joint Sponsors or the
Underwriting Parties’ rights to terminate this Agrement (whether by reason of such
mistatement or omision resulting in a breach of any of the Waranties or otherwise).
The Company agres not to isue, publish, distribute or make publicly available any
such anouncement, circular, suplement or document in conection with the Global
Ofering or do any such act or thing without the prior writen consent of the Joint
Sponsors and the Sponsor-OCs (for themselves and on behalf of the Hong Kong
Underwriters) (such aproval shal not be unreasonably witheld or delayed), except
as required by aplicable Laws, in which case the Company shal first consult the Joint
Sponsors and the Sponsor-OCs before such isue, publication or distribution or act or
thing being done, subject to aplicable Laws.
8.6 Company’s knowledge: A reference in this Clause 8 or in SCHEDULE 2 to the
Company’s knowledge, information, belief or awarenes or any similar expresion
shal be demed to include an aditional statement that it has ben made after due and
careful enquiry. Notwithstanding that any of the Joint Sponsors and the Underwriting
Parties has knowledge or has conducted investigation or enquiry with respect to the
information given under the relevant Waranty, the rights of the Joint Sponsors and the
Underwriting Parties under this Clause 8 shal not be prejudiced by such knowledge,
investigation and/or enquiry.
8.7 Obligations personal: The obligations of the Company under this Agrement shal be
binding on its personal representatives or its sucesors in title.
8.8 Release of obligations: Any liability to the Joint Sponsors, the Underwriting Parties
or any of them hereunder may in whole or in part be released, compounded or
compromised and time or indulgence may be given by the Joint Sponsors, the
Underwriting Parties or any of them as regards any person under such liability without
prejudicing the rights of the Joint Sponsors, the Underwriting Parties (or the rights of
any of the Joint Sponsors or the Underwriting Parties) against any other person under
the same or a similar liability.
8.9 Consideration: The Company has entered into this Agrement, and agred to give the
representations, waranties, agrements and undertakings herein, in consideration of
the Joint Sponsors and the Underwriting Parties agreing to enter into this Agrement
on the terms and conditions set out herein.
8.10 Ful force: For the purpose of this Clause 8:
8.10.1 the Waranties shal remain in ful force and efect notwithstanding the
completion of the Global Ofering and the maters and arangements refered
to or contemplated in this Agrement; and
8.10.2 if an amendment or suplement to the Ofering Documents or the CSRC
Filings or any of them is anounced, isued, published, distributed or
otherwise made available after the date hereof pursuant to Clause 8.5 or
otherwise, the Waranties relating to any such documents given pursuant to
this Clause 8 shal be demed to be repeated on the date of such amendment
or suplement and when so repeated, the Waranties relating to any such
documents shal be read and construed subject to the provisions of this
Agrement as if the references therein to such documents means such
documents when read together with such amendment or suplement.
8.11 Separate Waranties: Each Waranty shal be construed separately and independently
and shal not be limited or restricted by reference to or inference from the terms of any
of the other Waranties or any other term of this Agrement.
9 RESTRICTIONS ON ISUE OR DISPOSAL OF SECURITIES
9.1 Lock-up on the Company: The Company undertakes to each of the Joint Sponsors
and the Underwriting Parties that, except for the isue, ofer or sale of the Ofer Shares
by the Company pursuant to the Global Ofering (including pursuant to any exercise of
the Over-Alotment Option), the Company wil not, without the prior writen consent
of the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the Hong
Kong Underwriters) and unles in compliance with the Listing Rules, at any time
during the period comencing on the date hereof and ending on, and including, the
date faling six months after the Listing Date (the “First Six-Month Period”):
9.1.1 ofer, alot, isue, sel, acept subscription for, ofer to alot, isue or sel,
contract or agre to alot, isue or sel, asign, mortgage, charge, pledge,
hypothecate, lend, grant, agre to grant or sel any option, warant, right or
contract or right to subscribe for or purchase, grant, agre to grant or
purchase any option, warant, contract or right to alot, isue or sel, or
otherwise transfer or dispose of or create an Encumbrance over, or agre to
transfer or dispose of or create an Encumbrance over, either directly or
indirectly, conditionaly or unconditionaly, any legal or beneficial interest
in any H Shares or other securities of the Company, or any interests in any
of the foregoing (including, but not limited to, any securities that are
convertible into or exercisable or exchangeable for, or that represent the right
to receive, or any warants or other rights to purchase, any such H Shares or
other securities of the Company or any interest in any of the foregoing), or
deposit any H Shares or other securities of the Company, with a depositary
in conection with the isue of depositary receipts); or
9.1.2 enter into any swap or other arangement that transfers to another, in whole
or in part, any of the economic consequences of subscription or ownership
(legal or beneficial) of any H Shares or other securities of the Company, or
any interest therein, or any interest in any of the foregoing (including,
without limitation, any securities which are convertible into or exchangeable
or exercisable for, or that represent the right to receive, or any warants or
other rights to purchase, any such H Shares or other securities of the
Company or any interest in any of the foregoing); or
9.1.3 enter into any transaction with the same economic efect as any transaction
described in Clause 9.1.1 or 9.1.2 above; or
9.1.4 ofer to or contract to or agre to anounce, or publicly disclose that the
Company wil or may enter into any such transaction described in Clause
9.1.1, 9.1.2 or 9.1.3 above,
in each case, whether any of the transactions described in Clause 9.1.1, 9.1.2 or 9.1.3
above is to be setled by delivery of any such H Shares or other securities of the
Company or, in cash or otherwise (whether or not the isue of such H Shares or other
securities of the Company wil be completed within the First Six-Month Period). For
the avoidance of doubt, Clause 9.1 above shal not aply to any isue of debt securities
by the Company which are not convertible into equity securities of the Company or of
any securities of other member of the Group.
In adition, the Company further undertakes to each of the Joint Sponsors and the
Underwriting Parties, in the event that, at any time during the period of six months
imediately folowing the expiry of the First Six-Month Period (the “Second Six-
Month Period”), the Company enters into any such transactions or ofers or agres or
contracts to, or anounces, or publicly discloses, any intention to, enter into any such
transactions described in Clause 9.1.1, 9.1.2 or 9.1.3 above, the Company undertakes
to take al reasonable steps to ensure that it wil not create a disorderly or false market
in the Shares or other securities of the Company.
9.2 Maintenance of public float: The Company agres and undertakes to each of the Joint
Sponsors and the Underwriting Parties, that it wil not efect any purchase of H Shares,
or agre to do so, which may reduce the holdings of H Shares held by the public (as
defined in Rule 8.24 of the Listing Rules) below the minimum public float requirements
specified in the Listing Rules (the “Minimum Public Float Requirement”), and to
procure the Company not to efect any purchase of the Shares, or agre to do so, which
may reduce the holdings of the Shares held by the public (as defined in Rule 8.24 of
the Listing Rules) below the Minimum Public Float Requirement on or before the date
faling six months after the Listing Date without first having obtained the prior writen
consent of the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of
the Hong Kong Underwriters) (which consents shal not be unreasonably witheld).
9.3 Maintenance of fre float: The Company agres and undertakes to each of the Joint
Sponsors and the Underwriting Parties, that it wil not efect any purchase of H Shares,
or agre to do so, which may reduce the holdings of H Shares held by the public (as
defined in Rule 8.24 of the Listing Rules) and available for trading below the minimum
fre float requirements specified in the Listing Rules and guidance materials published
by the SEHK and as amended from time to time.
9.4 Ful force: The undertakings in this Clause 9 shal remain in ful force and efect
notwithstanding the completion of the Global Ofering and the maters and
arangements refered to or contemplated in this Agrement.
10 FURTHER UNDERTAKINGS
The Company undertakes to the Joint Sponsors, the Underwriting Parties and each of
them that it shal:
10.1 Global Ofering: comply in a timely maner with the terms and conditions of the
Global Ofering and al obligations imposed upon it by the Companies Ordinance, the
Companies (WUMP) Ordinance, the Securities and Futures Ordinance, the Listing
Rules, the CSRC Rules and al aplicable Laws and al requirements of the SEHK, the
SFC, the CSRC or any other aplicable Authority in respect of or by reason of the
maters contemplated under this Agrement or otherwise in conection with the Global
Ofering, including, without limitation:
10.1.1 complying in al respects with the terms and conditions of the Global
Ofering and, in particular, its obligation to alot and isue the Hong Kong
Ofer Shares to sucesful aplicants under the Hong Kong Public Ofering
and, if any of the Hong Kong Ofer Shares fals to be taken up pursuant to
Clause 4.6, to the aplicants under Clauses 4.9 and 4.10, respectively;
10.1.2 as son as practicable folowing anouncement of the basis of alotment of
the Hong Kong Ofer Shares, causing definitive H Share certificates
representing the Hong Kong Ofer Shares to be posted or made available for
colection in acordance with the terms of the Hong Kong Public Ofering to
sucesful aplicants or, as the case may be, procuring that the H Share
certificates in respect of which sucesful aplicants have elected for
delivery into CAS shal be duly delivered to the depositary for HKSC
for credit to the stock acounts of such HKSC participant(s) as may be
specified for such purpose by or on behalf of the relevant aplicant and
procuring that the names of the sucesful aplicants (or, where apropriate,
HKSC Nomines Limited) shal be entered in the register of members of
the Company acordingly (without payment of any registration fe);
10.1.3 doing al such things (including but not limited to providing al such
information and paying al such fes) as are necesary to ensure that
Admision is obtained and not canceled or revoked;
10.1.4 making al necesary Aprovals and Filings (including the CSRC Filings)
with the Registrar of Companies in Hong Kong, the SEHK, the SFC the
CSRC and any other relevant Authorities, where aplicable including but not
limited to lodging with the Stock Exchange al relevant documents,
declarations and undertakings on FINI in such maner, form and time as
required under the Listing Rules and al aplicable rules, procedures, terms
and conditions and guidance materials of the Stock Exchange and the
HKSC;
10.1.5 making available for display on the websites of the SEHK at
w.hkexnews.hk and the Company at w.sic.c up to and including
the date which is 14 days from the date of the Hong Kong Prospectus, the
documents refered to in the section headed “Apendix VI – Documents
Delivered to the Registrar of Companies and Available on Display” of the
Hong Kong Prospectus for the period and in the maner stated therein;
10.1.6 using its best endeavours to procure that each of the H Share Registrar, the
White Form eIPO Service Provider, the Receiving Banks and the Nomines
shal comply in al respects with the terms of their respective apointments
under the terms of the Registrar Agrement and the Receiving Banks
Agrement;
10.1.7 procuring that none of the Directors or Supervisors and that the relevant
Director or Supervisors to procure none of their respective close asociates
(as defined in the Listing Rules) wil himself/herself or themselves (or
through a company controled by him/her or them), aply to subscribe for
Hong Kong Ofer Shares either in his/her or their own names or through
nomines unles permited to do so under the Listing Rules and having
obtained confirmation to that efect;
10.1.8 procuring that none of the Company or any member of the Group and/or any
of their respective substantial shareholders (as defined in the Listing Rules),
directors, supervisors, oficers, employes, afiliates and/or agents shal
(whether directly or indirectly, formaly or informaly, in writing or verbaly)
provide any material information, including forward-loking information
(whether qualitative or quantitative) concerning the Company or any
member of the Group that is not, or is not reasonably expected to be, included
in each of the Hong Kong Prospectus and the Preliminary Ofering Circular
or publicly available, to any research analyst at any time up to and including
the 40th day imediately folowing the Price Determination Date;
10.1.9 without prejudice to Clause 10.1.7, procuring that no conected person (as
defined in the Listing Rules) of the Company and that the relevant conected
person procures that none of their respective close asociates wil itself (or
through a company controled by it), aply to purchase Hong Kong Ofer
Shares either in its own name or through nomines unles permited to do so
under the Listing Rules or with a waiver from compliance with the Listing
Rules duly granted, and if the Company shal become aware of any
aplication or indication of interest for Hong Kong Ofer Shares by any of
the above person, controled company or nomine, it shal forthwith notify
the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the
Hong Kong Underwriters);
10.1.10 using or procuring the use of al of the net proceds received by it pursuant
to the Global Ofering strictly in the maner specified in the section of the
Hong Kong Prospectus headed “Future Plans and Use of Proceds” unles
otherwise in compliance with the aplicable Listing Rules and the
requirements of the Stock Exchange and such changes shal be notified to
the Joint Sponsors and the Sponsor-OCs during a period of nine months from
the Listing Date to the extent permited by aplicable Laws;
10.1.11 save for the isuance of Shares pursuant to the exercise of the Over-
Alotment Option and/or as disclosed in the Ofering Documents, from the
date hereof until 5:00 p.m. on the date which is the 30th Busines Day after
the last day for lodging aplications under the Hong Kong Public Ofering,
not (i) declaring, paying or otherwise making any dividend or distribution of
any kind on its share capital nor (i) changing or altering its capital structure
(including but not limited to alteration to the nominal value of the H Shares
whether as a result of consolidation, sub-division or otherwise);
10.1.12 procuring that, with the exception of any guaranted alocation of Ofer
Shares at the Ofer Price as set forth in any Cornerstone Investment
Agrement, it wil not, and wil procure that no member of the Group and
any of their respective afiliates, directors, supervisors, oficers, employes
or agents wil ofer, agre to provide, procure any other person or entity to
provide, or arange to provide any direct or indirect benefits by side leter or
otherwise, to any subscriber or purchaser of Ofer Shares pursuant to any
Cornerstone Investment Agrements or otherwise engage in any conduct or
activity inconsistent with, or in contravention of, Chapter 4.15 of the Guide
for New Listing Aplicants published by the SEHK;
10.1.13 coperating with and fuly asisting, and procuring members of the Group,
and/or any of their respective directors, supervisors, oficers, employes,
afiliates, agents, advisers, reporting acountants, auditors, legal counsels
and other relevant parties engaged by the Company in conection with the
Global Ofering to coperate with and fuly asist in a timely maner, each
of the Joint Sponsors and the Underwriting Parties, to facilitate its
performance of its duties, as the case may be, as a sponsor, an overal
cordinator, a global cordinator, a joint bokruner, a joint lead manager, a
capital market intermediary or a Hong Kong underwriter and to met its
obligations and responsibilities under al aplicable Laws, regulations, rules
and regulatory requirements (whether having the force of law or otherwise)
from time to time in force, including, without limitation, the CSRC Rules,
the Code and the Listing Rules;
10.1.14 notifying the Joint Sponsors and the Sponsor-OCs (for themselves and on
behalf of the International Underwriters) imediately if it becomes aware
that any person who has aplied for or indicated an interest for Ofer Shares
(or their respective beneficial owners) (a) is not a third party independent of
the Company; (b) fals within (i) any of the place categories (other than
“Not Aplicable” or, unles requested, “Non-SFC authorised fund”) as set
out in the SEHK’s place list template or required to be disclosed by the
SEHK’s FINI (as defined in the Listing Rules) interface in relation to places
or under the Listing Rules or (i) any of the groups of places that would be
required under the Listing Rules (including but not limited to Rule 12.08A)
to be identified in the Company’s alotment results anouncement; or (c) is
financed directly or indirectly by, or acustomed to taking instructions from,
the Company, any of the Directors, Supervisors, chief executive, controling
shareholder(s), substantial shareholder(s) (as defined in the Listing Rules) or
existing shareholder(s) of the Company or any member of the Group or a
close asociate of any of them; and
10.1.15 that no preferential treatment has ben, nor wil be, given to any place and
its close asociates by virtue of its relationship with the Company in any
alocation in the placing tranche.
10.2 Information: provide to the Joint Sponsors and the Underwriting Parties al such
information known to the Company or which on due and careful enquiry ought to be
known to the Company and relating to the Group or otherwise as may be required by
the Joint Sponsors or the Sponsor-OCs (for themselves and on behalf of the Hong Kong
Underwriters) for the purposes of complying with any requirements of aplicable Laws
(including without limitation and for the avoidance of doubt, the requirements of the
SEHK or of the SFC or of the CSRC or of any other aplicable Authority) in conection
with the Global Ofering;
10.3 Restrictive covenants: not, and procure that no other member of the Group wil:
10.3.1 at any time after the date of this Agrement up to the last to ocur of the dates
on which the Waranties are demed to be given pursuant to Clause 8.2, do
or omit to do anything which causes or can reasonably be expected to cause
any of the Waranties to be untrue, inacurate or misleading in any respect;
10.3.2 at any time after the date of this Agrement up to and including the date
which is the sixtieth day after the Listing Date, enter into or alow any other
member of the Group to enter into any comitment or arangement which
in the sole and absolute opinion of the Joint Sponsors and the Sponsor-OCs
has or wil or may have a Material Adverse Efect;
10.3.3 take any steps which, in the reasonable opinion of the Joint Sponsors and the
Sponsor-OCs, are or wil or may be materialy inconsistent with any
statement or expresion, whether of fact, policy, expectation or intention, in
the Hong Kong Prospectus;
10.3.4 amend any of the terms of the apointments of the H Share Registrar, the
Receiving Banks, the Nomines and the White Form eIPO Service Provider
without the prior writen consent (such consent shal not be unreasonably
witheld or delayed) of the Joint Sponsors and the Sponsor-OCs;
10.3.5 at any time after the date of this Agrement up to and including the Listing
Date or the date on which the Over-alotment Option is exercised, if
aplicable, amend or agre to amend any constitutional document of the
Company, including, without limitation, the articles of asociation, save as
requested by the Stock Exchange, the SFC, the CSRC or any other Authority
which is entitled to exercise jurisdiction over the Company lawfuly or
pursuant to the requirements under the Listing Rules or alowing the Articles
of Asociation that have ben conditionaly adopted by the Company to
become efective upon Listing as described in the Hong Kong Prospectus;
and
10.3.6 without the prior writen aproval (such aproval shal not be unreasonably
witheld or delayed) of the Joint Sponsors and the Sponsor-OCs, isue,
publish, distribute or otherwise make available directly or indirectly to the
public any document (including any prospectus), material, pres release or
information in conection with the Global Ofering, or make any amendment
to any of the Ofering Documents or the CSRC Filings, or any amendment
or suplement thereto, except for the Ofering Documents and the CSRC
Filings, any writen materials agred betwen the Company and the Joint
Sponsors and the Sponsor-OCs (for themselves and on behalf of the
Underwriters) to be made available during any selective marketing of the
International Ofer Shares or as otherwise provided pursuant to the
provisions of this Agrement, provided that, any aproval so given should
not constitute a waiver of any rights granted to the Joint Sponsors and/or the
Underwriting Parties under this Agrement.
10.4 Maintaining listing: procure that it wil maintain a listing for and wil refrain from
taking any action that could jeopardise the listing status of, the H Shares on the SEHK,
and comply with the Listing Rules and al requirements of the SEHK, the SFC and the
CSRC (as aplicable) in al material respects, for at least 12 months after al of the
Conditions have ben fulfiled (or waived) except folowing a withdrawal of such
listing which has ben aproved by the relevant shareholders of the Company in
acordance with the Listing Rules or folowing an ofer (within the meaning of The
Hong Kong Codes on Takeovers and Mergers and Share Buy-backs) for the Company
becoming unconditional;
10.5 Legal and regulatory compliance: comply with al aplicable Laws (including,
without limitation and for the avoidance of doubt, the rules, regulations, codes and
requirements of the CSRC, the Stock Exchange, the SFC and any other relevant
Authority, the Listing Rules and the Hong Kong Code on Takeovers and Mergers)
including, without limitation:
10.5.1 delivering to the SEHK as son as practicable before the comencement of
dealings in the H Shares on the SEHK the declaration to be signed by a
Director and the company secretary of the Company in the form set out in
Form F published in Regulatory Forms (as defined in the Listing Rules);
10.5.2 procuring that the audited consolidated financial statements of the Company
for the financial year ending December 31, 2025 wil be prepared on a basis
consistent in al material respects with the acounting policies adopted for
the purposes of the financial statements contained in the report of the
Reporting Acountants set out in Apendix I to the Hong Kong Prospectus;
10.5.3 complying with the CSRC Filing Rules, Listing Rules, Part XIVA of the
Securities and Futures Ordinance or other requirements in conection with
the anouncement and disemination to the public any information required
by the CSRC, the SEHK, the SFC and any other Authority to be anounced
and diseminated to the public;
10.5.4 at al times adopting and upholding a securities dealing code no les exacting
than the “Model Code for Securities Transactions by Directors of Listed
Isuers” set out in the Listing Rules and procuring that the Directors uphold,
comply and act in acordance with the provisions of the same;
10.5.5 complying with al the undertakings and comitments made by it or the
Directors in the Hong Kong Prospectus and submisions to the Stock
Exchange and/or the SFC in conection with the Global Ofering;
10.5.6 complying with the provisions of Chapters 13, 14 and 14A of the Listing
Rules and the provisions of the Hong Kong Codes on Takeovers and Mergers
and Share Buy-backs;
10.5.7 maintaining the apointment of a compliance adviser as required by the
Listing Rules;
10.5.8 conducting the Group’s busines and afairs in compliance with al
aplicable Laws in al material respects;
10.5.9 complying, coperating and asisting with record-keping obligations of the
Company, the Overal Cordinators and the Capital Market Intermediaries
under the Code and the Listing Rules, including but not limited to, in the
situation where the Company may decide to deviate from the advice or
recomendations by the Overal Cordinators.
10.5.10 complying with the Listing Rule requirements to document the rationale
behind the Company’s decision on alocation and pricing, in particular where
the decision is contrary to the advice, recomendation(s) and/or guidance of
the Overal Cordinators in acordance with paragraph 19 of Apendix F1
to the Listing Rules;
10.5.11 complying with and procuring its Directors to comply with their obligations
to asist the syndicate members in acordance with Rule 3A.46 of the Listing
Rules, including but not limited to, keping the syndicate members informed
of any material changes to information provided under Rule 3A.46(1) of the
Listing Rules as son as practicable after it becomes known to the Company
and its Directors;
10.5.12 complying with the al aplicable Laws (including, without limitation, the
CSRC Archive Rules) in conection with (A) the establishment and
maintenance of adequate and efective internal control measures and internal
systems for maintenance of data protection, confidentiality and archive
administration; (B) the relevant requirements and aproval and filing
procedures in conection with its handling, disclosure, transfer and retention
of transfer of state secrets and working secrets of government agencies or
any other documents or materials that would otherwise be detrimental to
national securities or public interest (the “Relevant Information”); and (C)
maintenance of confidentiality of any Relevant Information;
10.5.13 where there is any material information that shal be reported to the CSRC
pursuant to the aplicable Laws (including, without limitation, the CSRC
Rules), promptly notifying the CSRC or the relevant Authorities and
providing it with such material information in acordance with to the
aplicable Laws, and notifying the Joint Sponsors, the Sponsor-OCs (for
themselves and on behalf of the Underwriters) as son as reasonably
practicable of such material information to the extent permited by the
aplicable Laws; and
10.5.14 keping the Joint Sponsors and the Sponsor-OCs (for themselves and on
behalf of the Underwriters) informed of any material change to the
information in relation to the Listing and/or the Global Ofering previously
given to the CSRC, the Stock Exchange, the SFC or any other relevant
Authority, and enabling the Joint Sponsors and the Sponsor-OCs (for
themselves and on behalf of the Underwriters) to provide (or procuring their
provision) to the CSRC, the Stock Exchange ,the SFC or any such relevant
Authority, in a timely maner, such information as the CSRC, the Stock
Exchange, the SFC or any such relevant Authority may require;
10.6 Internal controls: ensure that any isues identified and as disclosed in any internal
control report prepared by the Internal Control Consultant have ben or are being
rectified or improved to a suficient standard or level for the operation and maintenance
of eficient systems of internal acounting and financial reporting controls and
disclosure and corporate governance controls and procedures that are efective to
perform the functions for which they were established and to alow compliance by the
Company and the Board with al aplicable Laws, and, without prejudice to the
generality of the foregoing, to such standard or level recomended or sugested by the
Internal Control Consultant in its internal control report;
10.7 Significant changes: as son as reasonably practicable provide ful particulars thereof
to the Joint Sponsors and the Sponsor-OCs if, at any time up to or on the date faling
six months after the Listing Date, (a) there is a significant change which afects or is
capable of afecting any information contained in any of the Ofering Documents or
the CSRC Filings or a significant new mater arises, the inclusion of information in
respect of which would have ben required in any of the Ofering Documents and the
CSRC Filings had it arisen before any of them was isued or would be required to be
included in any post-listing reports to CSRC pursuant to the CSRC Rules, or (b) the
Company enters into or intends to enter into any material agrement or comitment,
and, in conection therewith, further:
10.7.1 inform the SEHK, the SFC, and/or the CSRC of such change or mater if so
required by the Joint Sponsors or the Sponsor-OCs;
10.7.2 as son as reasonably practicable, amend and/or prepare documentation
containing details of such change or mater if so required by the SEHK, the
SFC, and/or the CSRC or the Joint Sponsors or the Sponsor-OCs and in a
form aproved by the Joint Sponsors and the Sponsor-OCs, deliver such
documentation through the Joint Sponsors to the SEHK, the SFC, and/or the
CSRC for aproval and publish such documentation in such maner as the
SEHK, the SFC, and/or the CSRC or the Joint Sponsors or the Sponsor-OCs
may require;
10.7.3 make al necesary anouncements to the SEHK and the pres to avoid a
false market being created in the Ofer Shares, and
10.7.4 not isue, publish, distribute or make available publicly any anouncement,
circular, document or other comunication relating to any such change or
mater without the prior writen consent of the Joint Sponsors and the
Sponsor-OCs (such consent shal not be unreasonably witheld or delayed),
and for the purposes of this Clause 10.7, “significant” means significant for the
purpose of making an informed asesment of the maters mentioned in Rule 11.07 of
the Listing Rules.
10.8 General: without prejudice to the foregoing obligations, do al such other acts and
things as may be reasonably required to be done by it to cary into efect the Global
Ofering in acordance with the terms thereof.
The undertakings in this Clause 10 shal remain in ful force and efect notwithstanding
the completion of the Global Ofering and the maters and arangements refered to or
contemplated in this Agrement.
10.9 Confirmation and acknowledgement: The Company hereby confirms and
acknowledges that each of the Overal Cordinators has:
10.9.1 engaged the Company at various stages during the ofering proces to
understand the Company’s preferences and objectives with respect to pricing
and the desired shareholder or investor base;
10.9.2 explained the basis of its advice and recomendations to the Company
including any advantages and disadvantages, including but not limited to
comunicating its alocation policy to the Company, and that the Company
confirms that it fuly understands the factors underlying the alocation
recomendations;
10.9.3 advised the Company in a timely maner, throughout the period of
engagement, of key factors for consideration and how these could influence
the pricing outcome, alocation and future shareholder or investor base;
10.9.4 advised the Company on the information that should be provided to syndicate
CMIs to enable them to met their obligations and responsibilities under the
Code, including information about the Company to facilitate a reasonable
asesment of the Company required under the Code;
10.9.5 provided guidance to the Company on the market’s practice on the ratio of
fixed and discretionary fes to be paid to syndicate CMIs participating in an
IPO, which is curently around 75% fixed and 25% discretionary;
10.9.6 advised and guided the Company and its Directors as to their responsibilities
under the rules, regulations and requirements of the Stock Exchange, the SFC
and any other Authority which aply to placing activities including the
Global Ofering, and that the Company and its Directors fuly understand
and undertake to Joint Sponsors, the Overal Cordinators and the
Underwriters that they have met or wil met these responsibilities; and
10.9.7 where the Company decided not to adopt the Overal Cordinators’ advice
or recomendations in relation to pricing or alocation of Shares, or its
decisions may lead to a lack of open market, an inadequate spread of
investors or may negatively afect the orderly and fair trading of such Shares
in the secondary market, explained the potential concerns and advised the
Company against making these decisions.
11 TERMINATION
11.1 Termination events: If any of the events set out below ocur at any time prior to 8:00
a.m. on the Listing Date, the Joint Sponsors and the Sponsor-OCs (for themselves and
on behalf of the Hong Kong Underwriters), in their sole and absolute discretion, shal
have the right by giving a notice to the Company to terminate this Agrement with
imediate efect:
11.1.1 there shal develop, ocur, exist or come into efect:
(a) any event, or series of events, in the nature of force majeure
(including, without limitation, any acts of government, declaration of
a local, national, regional or international emergency or war, calamity,
crisis, epidemic, pandemic, outbreaks, escalation, adverse mutation
or agravation of diseases (including, without limitation, COVID-19,
Severe Acute Respiratory Syndrome (SARS), swine or avian flu,
H5N1, H1N1, H7N9, Ebola virus, Midle East respiratory syndrome
and such related/mutated forms), comprehensive sanctions,
economic sanctions, strikes, labour disputes, lock-outs, other
industrial actions, fire, explosion, floding, earthquake, tsunami,
volcanic eruption, civil comotion, rebelion, riots, public disorder,
acts of war, outbreak or escalation of hostilities (whether or not war
is declared), acts of God, acts of terorism (whether or not
responsibility has ben claimed), paralysis in government operations,
interuptions or delay in transportation) in or afecting Hong Kong,
the PRC, the United States, the European Union, Japan or any other
jurisdiction relevant to the Group (each a “Relevant Jurisdiction”
and colectively, the “Relevant Jurisdictions”);
(b) any change or development involving a prospective change, or any
event or circumstances or series of events likely to result in any
change or development involving a prospective change, in any local,
national, regional or international financial, economic, political,
military, industrial, legal, fiscal, regulatory, curency, credit or
market maters or conditions, equity securities or exchange control or
any monetary or trading setlement system or other financial markets
(including conditions in the stock and bond markets, money and
foreign exchange markets, interbank markets and credit markets), in
or afecting any of the Relevant Jurisdictions;
(c) any moratorium, suspension or restriction (including any imposition
of or requirement for any minimum or maximum price limit or price
range) in or on trading in securities generaly on the SEHK, the New
York Stock Exchange, the NASDAQ Global Market, the London
Stock Exchange, the Shanghai Stock Exchange or the Shenzhen
Stock Exchange;
(d) any general moratorium on comercial banking activities in the PRC
(imposed by the People’s Bank of China), Hong Kong (imposed by
the Financial Secretary or the Hong Kong Monetary Authority or
other competent Authority), New York (imposed at the U.S. Federal
or New York State level or by any other competent Authority),
London, the European Union or any of the other Relevant
Jurisdictions (declared by any relevant competent authority) or any
disruption in comercial banking or foreign exchange trading or
securities setlement or clearance services, procedures or maters in
or afecting any of the Relevant Jurisdictions;
(e) any new Law or any change or development involving a prospective
change in existing laws or regulations or any change or development
involving a prospective change in the interpretation or aplication
thereof by any court or any other competent governmental authority
in or afecting any of the Relevant Jurisdictions;
(f) the imposition of comprehensive sanctions under any sanctions Laws
or regulations, or the withdrawal of trading privileges which existed
on the date of this Agrement, in whatever form, directly or indirectly,
by or for any of the Relevant Jurisdictions;
(g) any change or development involving a prospective change or
amendment in or afecting Taxation or foreign exchange control,
curency exchange rates or foreign investment regulations (including
a devaluation of the United States dolar, the Hong Kong dolar or
RMB against or a change in the system under which the value of the
Hong Kong dolar is linked to that of the United States dolar or RMB
is linked to any foreign curency or curencies), or the
implementation of any exchange control, in any of the Relevant
Jurisdictions or afecting an investment in the Ofer Shares;
(h) other than with the prior writen consent of the Joint Sponsors and the
Sponsor-OCs, the isue or requirement to isue by the Company of a
suplement or an amendment to the Hong Kong Prospectus, the
ofering circular, the CSRC Filings or other documents in conection
with the ofer and sale of the Ofer Shares pursuant to the Companies
(WUMP) Ordinance or the Listing Rules or upon any requirement or
request of the SEHK, the CSRC and/or the SFC;
(i) any valid demand by any creditors for repayment or payment of any
of indebtednes of any member of the Group or an order or petition
for the winding up or liquidation of any member of the Group or any
composition or arangement made by any member of the Group with
its creditors or a scheme of arangement entered into by any member
of the Group or any resolution for the winding-up of any member of
the Group or the apointment of a provisional liquidator, receiver or
manager over al or part of the asets or undertaking of any member
of the Group or anything analogous thereto ocuring in respect of
any member of the Group;
(j) any litigation, dispute, proceding, legal action or claim or regulatory
or administrative investigation or action being threatened, instigated
or anounced against any member of the Group or any Director,
Supervisor or any member of the senior management of the Company
as named in the Hong Kong Prospectus;
(k) any contravention by any member of the Group or any Director,
Supervisor or any member of the senior management of the Company
as named in the Hong Kong Prospectus of any aplicable Laws and
regulations, including the Listing Rules, the Companies Ordinance,
the Companies (WUMP) Ordinance and the PRC Company Law;
(l) any Director vacating his/her ofice;
(m) any Director, Supervisor or senior management of the Company is
being charged with an indictable ofence or prohibited by operation
of Law or otherwise disqualified from taking a directorship,
supervisorship or role of senior management of a company;
(n) any non-compliance of the Hong Kong Public Ofering Documents
or the CSRC Filings (or any other documents used in conection with
the contemplated subscription and sale of the Ofer Shares or any
aspect of the Global Ofering) with the Listing Rules or any other
aplicable Laws and regulations (including, without limitation, the
Listing Rules, the Companies Ordinance, the Companies (WUMP)
Ordinance and the CSRC Rules); or
(o) any change or development or any event involving a prospective
change or development, or a materialisation of, any of the risks set
out in the section headed “Risk Factors” in the Hong Kong
Prospectus,
which, individualy or in the agregate, in the sole and absolute opinion of
the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the
Hong Kong Underwriters):
- ;
(2) has or wil have or is likely to have a material adverse efect on the
suces or marketability of the Global Ofering or the level of
aplications for or the distribution of the Ofer Shares under the Hong
Kong Public Ofering or the level of interest under the International
Ofering;
- , inexpedient,
impracticable or incapable for the Hong Kong Public Ofering and/or
the International Ofering to proced or to market the Global Ofering
or the delivery or distribution of the Ofer Shares on the terms and in
the maner contemplated by the Ofer Related Documents (as
defined below); or
(4) has or wil have or is likely to have the efect of making any part of
this Agrement (including underwriting the Hong Kong Public
Ofering) incapable or impracticable of performance in acordance
with its terms or preventing or delaying the procesing of aplications
and/or payments pursuant to the Global Ofering or pursuant to the
underwriting thereof; or
11.1.2 there has come to the notice of the Joint Sponsors and/or the Sponsor-OCs
that:
(a) any statement contained in any of the Ofering Documents, the CSRC
Filings and/or any notices, anouncements, advertisements,
comunications or other documents (including any anouncement,
circular, document or other comunication pursuant to this
Agrement) isued or used by or on behalf of the Company in
conection with the Hong Kong Public Ofering (including any
suplement or amendment thereto but excluding names and adreses
of the Underwriters) (the “Ofer Related Documents”) was, when
it was isued, or has become, untrue, incorect, inacurate or
incomplete in any material respects or misleading or deceptive, or
that any estimate, forecast, expresion of opinion, intention or
expectation contained in any of such documents (including any
suplement or amendment thereto) is not fair and honest in any
respects and not based on reasonable grounds or, where apropriate,
not based on reasonable asumptions with reference to the facts and
circumstances then subsisting taken as a whole;
(b) any mater has arisen or has ben discovered which would, had it
arisen or ben discovered imediately before the date of the Hong
Kong Prospectus, constitute a material mistatement in, or material
omision from any of the Ofer Related Documents;
(c) there is a breach of, or any event or circumstance rendering untrue,
incorect, incomplete or misleading in any respect, any of the
representations or waranties given by the Company in this
Agrement or the International Underwriting Agrement (including
any suplement or amendment thereto), as aplicable;
(d) there is a material breach of any of the obligations imposed upon the
Company under this Agrement or the International Underwriting
Agrement (including any suplement or amendment thereto), as
aplicable;
(e) there is an event, act or omision which gives or is likely to give rise
to any liability of the Company pursuant to the indemnities given by
the Company under this Agrement;
(f) there is any change or development involving a prospective change,
constituting or having a Material Adverse Efect;
(g) the aproval of the SEHK of the listing of, and permision to deal in,
the H Shares in isue and to be isued pursuant to the Global Ofering
(including pursuant to any exercise of the Over-Alotment Option),
other than subject to customary conditions, is refused or not granted
on or before the Listing Date, or if granted, the aproval is
subsequently withdrawn, canceled, qualified (other than by
customary conditions), revoked or witheld;
(h) the notice of aceptance of the CSRC Filings isued by the CSRC
and/or the results of the CSRC Filings published on the website of
the CSRC is rejected, withdrawn, revoked or invalidated;
(i) any person named as an expert in the Hong Kong Prospectus (other
than the Joint Sponsors) has withdrawn or is subject to withdrawing
its consent to the isue of the Hong Kong Prospectus with the
inclusion of its reports, leters and/or legal opinions (as the case may
be) and references to its name included in the form and context in
which it respectively apears;
(j) the Company withdraws any of the Ofering Documents, the CSRC
Filings or the Global Ofering;
(k) there is a prohibition on the Company for whatever reason from
ofering, aloting, isuing or seling any of the Ofer Shares
(including the Option Shares) pursuant to the terms of the Global
Ofering;
(l) there is an order or petition for the winding-up of the Company or
any composition or arangement made by the Company with its
creditors or a scheme of arangement entered into by the Company or
any resolution for the winding-up of the Company or the apointment
of a provisional liquidator, receiver or manager over al or part of the
asets or undertaking of the Company or anything analogous thereto
ocuring in respect of the Company; or
(m) a material portion of the orders placed or confirmed in the
bokbuilding proces, or of the investment comitments made by
any cornerstone investors under agrements signed with such
cornerstone investors, have ben withdrawn, terminated or canceled.
For the purpose of this Clause 11.1 only, the exercise of right of the Joint Sponsors
and/or the Sponsor-OCs under this Clause 11.1 shal be final, conclusive and binding
on the Joint Sponsors, the Sponsor-OCs, the Sponsor-OCs, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the Capital Market
Intermediaries and the Hong Kong Underwriters.
11.2 Efect of termination: Upon the termination of this Agrement pursuant to the
provisions of Clause 11.1 or Clause 2.4:
11.2.1 subject to Clauses 11.2.2 and 11.2.3 below, each of the parties hereto shal
cease to have any rights or obligations under this Agrement except that
Clauses 6.3 to 6.4 and 12 to 17 and any rights or obligations that may have
acrued under this Agrement prior to such termination shal survive such
termination;
11.2.2 the Company shal refund as son as practicable al payments made by the
Hong Kong Underwriters or any of them pursuant to Clause 4.9 and/or by
the Sponsor-OCs pursuant to Clause 4.10 and/or by aplicants under the
Hong Kong Public Ofering (in the later case, the Company shal use its best
endeavours to procure that the H Share Registrar and the Nomines despatch
refund cheques to al aplicants under the Hong Kong Public Ofering in
acordance with the Registrar Agrement and the Receiving Banks
Agrement); and
11.2.3 the Company shal as son as practicable and in any event within 30 days
upon writen demand of the Joint Sponsors and the Sponsor-OCs (for
themselves and on behalf of the Underwriters) or 15 Busines Days upon
Company’s prior confirmation of the list of particulars of relevant
comisions, fes, costs, charges and expenses provided to the Company
before any such payment by the Company (which shal not be unreasonably
witheld or delayed) pay to the Joint Sponsors and the Underwriting Parties
the costs, expenses, fes, charges and Taxation set out in Clauses 6.3 and 6.4
pursuant to the terms of the agrements entered betwen the Company and
the relevant parties.
12 INDEMNITY
12.1 Indemnity: The Company (the “Indemnifying Party”) undertakes to the Joint
Sponsors, the Underwriting Parties and each of them (for themselves, respectively, and
on trust for their respective Indemnified Parties) to indemnify, defend, hold harmles
and kep fuly indemnified (on an after-Taxation basis), on demand, each such
Indemnified Party against al loses, liabilities, damages, payments, costs, charges,
expenses, claims (and any action, writ, or proceding (including any investigation or
inquiry by or before any Authority) and Taxation (colectively, “Loses” and
individualy, a “Los”) which, jointly or severaly, any such Indemnified Party may
sufer or incur, and against al litigation, actions, writs, suits, procedings (including,
without limitation, any investigation or inquiry by or before any Authority), demands,
judgment, awards and claims (whether or not any such claim involves or results in any
action, suit or proceding) (colectively, “Procedings” and individualy, a
“Proceding”), which may be made, brought or threatened or aleged to be made or
brought against any such Indemnified Party jointly or severaly or otherwise involving
any Indemnified Party, from time to time (including, without limitation, al payments,
costs (including, without limitation, legal costs and disbursements), charges, fes and
expenses arising out of or in conection with the investigation, response to, defence or
setlement or compromise of, or the enforcement of any setlement or compromise or
judgment obtained with respect to, any such Los or any such Proceding), and, in each
case, which, directly or indirectly, arise out of or are in conection with:
12.1.1 the isue, publication, distribution, use or making available of any of the
Ofering Documents, the Aplication Prof, the CSRC Filings and any
notices, anouncements, advertisements, pres releases, roadshow materials,
comunications or other documents isued by or on behalf of relating to or
conected with the Global Ofering, and any amendments or suplements
thereto (in each case, whether or not aproved by the Joint Sponsors, the
Underwriting Parties or any of them) (colectively, the “Related Public
Information”); or
12.1.2 any of the Related Public Information containing any untrue or aleged
untrue statement of a material fact (except for the name, logo, adres and
qualification provided by each of the Joint Sponsors, the Overal
Cordinators and the Hong Kong Underwriters (where aplicable) and
expresly and specificaly for inclusion in the Ofering Documents), or
omiting or being aleged to have omited to state a fact necesary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, or not containing or being aleged not to
contain al the information as investors would reasonably require, and
reasonably expect to find therein, for the purpose of making an informed
asesment of the asets, liabilities, financial position, profits and loses and
prospects of the Company and the rights ataching to the Ofer Shares, or any
information material in the context of the Global Ofering whether required
by Laws or otherwise, or being or aleged to be defamatory of any person or
any jurisdiction; or
12.1.3 any of the CSRC Filings relating to or in conection with the Global Ofering,
or any amendments or suplements thereto, (in each case, whether or not
aproved by the Joint Sponsors, the Underwriting Parties or any of them),
containing any untrue, incorect or inacurate or aleged untrue, incorect or
inacurate statement of fact, or omiting or being aleged to have omited a
fact necesary to make any statement therein, in the light of the
circumstances under which it was made, not misleading, or not containing,
or being aleged not to contain, al information in the context of the Global
Ofering or otherwise required to be contained thereto or being or aleged to
be defamatory of any person or any jurisdiction; or
12.1.4 any estimate, forecast, statement or expresion of opinion, intention or
expectation contained in any of the Related Public Information being or
aleged to be untrue, incomplete, inacurate in any material respect or
misleading in any respect or based on unreasonable asumptions, or omiting
or being aleged to have omited to have taken acount of a fact necesary in
order to make the statements therein, in light of the circumstances under
which they were made not misleading; or
12.1.5 the execution, delivery and performance of this Agrement by the Company,
and/or the ofer, alotment, isue, sale or delivery of the Ofer Shares; or
12.1.6 any breach or aleged breach on the part of the Company or any of the
Controling Shareholders of any of the provisions of this Agrement, the
Price Determination Agrement, the Articles of Asociation or the
International Underwriting Agrement, where aplicable, or omision of the
Company, or any of its respective directors, supervisors, oficers or
employes resulting in a breach of any of the provisions of the Articles of
Asociation, this Agrement, the Price Determination Agrement or the
International Underwriting Agrement, where aplicable; or
12.1.7 any of the Waranties being untrue, inacurate or misleading in any respect
or having ben breached in any respect or being aleged to be untrue,
incomplete, inacurate or misleading in any respect or aleged to have ben
breached in any respect; or
12.1.8 the execution, delivery and performance by the Joint Sponsors, the
Underwriting Parties or any of them of their or its obligations and roles under
this Agrement or the Ofering Documents or the CSRC Filings or otherwise
in conection with the Global Ofering (including but not limited to their
respective roles and responsibilities under the Code); or
12.1.9 any actual or aleged act or omision of any member of the Group in relation
to the Global Ofering; or
12.1.10 the Global Ofering failing or being aleged to fail to comply with the
requirements of the Listing Rules, the Code, the CSRC Rules, or any Law of
any Relevant Jurisdiction, or any condition or term of any Aprovals and
Filings in conection with the Global Ofering; or
12.1.11 any failure or aleged failure by the Company, or any of the Directors or
Supervisors to comply with their respective obligations under the Listing
Rules, the Articles of Asociation, the CSRC Rules or any aplicable Laws
(including the failure or aleged failure to complete truthfuly, completely
and acurately the relevant declarations and undertaking with regard to the
Directors for the purpose of the Hong Kong Public Ofering); or
12.1.12 any Proceding by or before any Authority having comenced or being
instigated or threatened against any member of the Group or any of its
Directors, or the setlement of any such Proceding; or
12.1.13 any breach by the Company of the terms and conditions of the Global
Ofering; or
12.1.14 any other maters arising out of or in conection with the Global Ofering,
provided that the indemnity provided for in this Clause 12.1 shal not aply in respect
of any relevant Indemnified Party to the extent where any such Proceding or any such
Los is finaly determined by a court of competent jurisdiction or a properly constituted
arbitral tribunal to have ben caused solely and directly by the fraud, wilful default or
gros negligence on the part of such Indemnified Party. The non-aplication of the
indemnity provided for in this Clause 12 in respect of any Indemnified Party shal not
afect the aplication of such indemnity in respect of any other Indemnified Parties.
12.2 No claims against Indemnified Parties: No Proceding shal be brought against any
Indemnified Party by, and no Indemnified Party shal be liable to (whether direct or
indirect, in contract, tort or otherwise and whether or not related to third party claims
or the indemnification rights refered to in this Clause 12), any Indemnifying Party for
or in conection with the Global Ofering for any Los which such Indemnifying Party
may sufer or incur by reason of or in any way arising out of the carying out by any of
the Indemnified Parties of any act in conection with the transactions contemplated
herein or in the Ofering Documents and/or the CSRC Filings, the performance by the
Joint Sponsors, the Underwriting Parties or any other Indemnified Party of their
obligations hereunder or otherwise in conection with the Global Ofering, the ofer,
alotment, isue, sale or delivery of the Ofer Shares or the preparation or despatch of
the Hong Kong Public Ofering Documents or any liability or responsibility
whatsoever for any aleged insuficiency of the Ofer Price or any dealing price of the
Ofer Shares, provided that the foregoing shal not exclude any liability of any
Indemnified Party for any Loses which have ben finaly determined by a court of
competent jurisdiction or a properly constituted arbitral panel (as the case may be) to
have ben caused solely and directly by the fraud, gros negligence or wilful default
on the part of such Indemnified Party.
12.3 Notice of claims: If the Indemnifying Party becomes aware of any claim which may
give rise to a liability against that Indemnifying Party under the indemnity provided
under Clause 12.1, it shal as son as reasonably practicable give notice thereof to the
Joint Sponsors and the Sponsor-OCs (on behalf of other Indemnified Parties) in writing
with reasonable details thereof.
12.4 Conduct of claims: If any Proceding is instituted involving any Indemnified Party in
respect of which the indemnity provided for in this Clause 12 may aply, such
Indemnified Party shal, subject to any restrictions imposed by any Law or obligation
of confidentiality, as son as reasonably practicable notify the Indemnifying Party in
writing of the institution of such Proceding, provided, however, that the omision to
so notify the Indemnifying Party shal not relieve such Indemnifying Party from any
liability which such Indemnifying Party may have to any Indemnified Party under this
Clause 12 or otherwise. The Indemnifying Party may participate at its expense in the
defence of such Proceding including apointing counsel at its expense to act for it in
such Proceding; provided, however, that counsel to the Indemnifying Party shal not
(except with the writen consent of any Indemnified Parties) also be counsel to the
Indemnified Party. Unles the Joint Sponsors and the Sponsor-OCs (on behalf of any
Indemnified Parties) consent to counsel to the Indemnifying Party acting as counsel to
such Indemnified Parties in such Proceding, the Joint Sponsors and the Sponsor-OCs
(on behalf of such Indemnified Parties) shal have the right to apoint their own
separate counsel (in adition to local counsel) in such Proceding. The fes and
expenses of separate counsel (in adition to local counsel) to any Indemnified Parties
shal be borne by the Indemnifying Party and paid as incured.
12.5 Setlement of claims: No Indemnifying Party shal, without the prior writen consent
of the Indemnified Parties, efect, make, propose or ofer any setlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or threatened
Proceding in respect of which any Indemnified Party is or could be or could have ben
a party and indemnity or contribution could be or could have ben sought hereunder by
such Indemnified Party, unles such setlement, compromise or consent to the entry of
judgment includes an unconditional release of such Indemnified Party, in form and
substance satisfactory to such Indemnified Party, from al liability on claims that are
the subject mater of such Proceding and does not include any statement as to any
admision of fault, culpability or a failure to act by or on behalf of such Indemnified
Party. Any setlement or compromise by any Indemnified Party, or any consent by any
Indemnified Party to the entry of any judgment, in relation to any Proceding shal be
without prejudice to, and without (other than any obligations imposed on it by Law)
any acompanying obligation or duty to mitigate the same in relation to, any Los it
may recover from, or any Proceding it may take against, the Indemnifying Party under
this Agrement. The Indemnified Parties shal to the extent permited by the Laws and
Authorities, consult with but are not required to obtain consent from any of the
Indemnifying Party with respect to such setlement or compromise. An Indemnifying
Party shal be liable for any setlement or compromise by any Indemnified Party of, or
any judgment consented to by any Indemnified Party with respect to, any pending or
threatened Proceding, whether efected with or without the consent of such
Indemnifying Party, and agres to indemnify and hold harmles the Indemnified Party
from and against any los or liability by reason of such setlement, compromise or
consent judgment. The rights of the Indemnified Parties herein are in adition to any
rights that each Indemnified Party may have at law or otherwise and the obligations of
the Indemnifying Party herein shal be in adition to any liability which the
Indemnifying Party may otherwise have.
12.6 Arangements with advisers: If an Indemnifying Party enters into any agrement or
arangement with any adviser for the purpose of or in conection with the Global
Ofering, the terms of which provide that the liability of the adviser to the Indemnifying
Party or any other person is excluded or limited in any maner, and any of the
Indemnified Parties may have joint and/or several liability with such adviser to the
Indemnifying Party or to any other person arising out of the performance of its duties
under this Agrement, the Indemnifying Party shal:
12.6.1 not be entitled to recover any amount from any Indemnified Party which, in
the absence of such exclusion or limitation, the Indemnifying Party would
not have ben entitled to recover from such Indemnified Party;
12.6.2 indemnify the Indemnified Parties in respect of any increased liability to any
third party which would not have arisen in the absence of such exclusion or
limitation; and
12.6.3 take such other action as the Indemnified Parties may require to ensure that
the Indemnified Parties are not prejudiced as a consequence of such
agrement or arangement.
12.7 Costs: For the avoidance of doubt, the indemnity under this Clause 12 shal cover al
costs, charges, fes and expenses which any Indemnified Party may sufer, incur or pay
in disputing, investigating, responding to, defending, setling or compromising, or
enforcing any setlement, compromise or judgment obtained with respect to, any
Loses or any Procedings to which the indemnity may relate and in establishing its
right to indemnification under this Clause 12.
12.8 Payment on demand: Al amounts subject to indemnity under this Clause 12 shal be
paid by an Indemnifying Party as and when they are incured within 60 Busines Days
of a writen notice demanding payment (which shal include details of such amount)
being given to such Indemnifying Party by or on behalf of the relevant Indemnified
Party.
12.9 Payment fre from counterclaims/set-ofs: Al payments payable by an
Indemnifying Party under this Clause 12 shal be made gros, fre of any right of
counterclaim or set of and without deduction or witholding of any kind, other than
any deduction or witholding required by any Law. If an Indemnifying Party makes a
deduction or witholding under this Clause 12, the sum due from such Indemnifying
Party shal be increased to the extent necesary to ensure that, after the making of any
deduction or witholding, the relevant Indemnified Party which is entitled to such
payment receives a sum equal to the sum it would have received had no deduction or
witholding ben made.
12.10 Taxation: If a payment under this Clause 12 wil be or has ben subject to Taxation,
the Indemnifying Party shal pay the relevant Indemnified Party on demand the amount
(after taking into acount any Taxation payable in respect of the amount and treating
for these purposes as payable any Taxation that would be payable but for a relief,
clearance, deduction or credit) that wil ensure that the relevant Indemnified Party
receives and retains a net sum equal to the sum it would have received had the payment
not ben subject to Taxation.
12.11 Ful force: The foregoing provisions of this Clause 12 wil continue in ful force and
efect notwithstanding the completion of the Global Ofering and the maters and
arangements refered to or contemplated in this Agrement or the termination of this
Agrement.
13 ANOUNCEMENTS
13.1 Restrictions on anouncements: No anouncement concerning this Agrement, any
mater contemplated herein or any ancilary mater hereto shal be made or isued by
the Company (or by any of its directors, supervisors, oficers, employes, consultants,
advisers or agents) during the period of six months from the date of this Agrement
without the prior writen aproval of the Joint Sponsors and the Sponsor-OCs (for
themselves and on behalf of the Hong Kong Underwriters) except in the event and to
the extent that any such anouncement is required by the Listing Rules, aplicable
Laws or required by any Authority to which such party is subject or submits, wherever
situated, including, without limitation, the SEHK, the CSRC and the SFC, whether or
not the requirement has the force of law and any such anouncement so made by any
of the parties shal be made only after consultation with the Joint Sponsors and the
Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters), and the
Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the Hong Kong
Underwriters) have had a reasonable oportunity to review and coment on the final
draft and their coments (if any) have ben fuly considered by the isuers thereof.
13.2 Discusion with the Joint Sponsors and the Sponsor-OCs: The Company undertakes
to the Joint Sponsors and the Sponsor-OCs (for themselves and on behalf of the Hong
Kong Underwriters) that it wil discus with the Joint Sponsors and the Sponsor-OCs
any anouncement with respect to the Global Ofering proposed to be made to the
public by or on behalf of the Company, or any other member of the Group, folowing
the date of the Hong Kong Prospectus.
13.3 Ful force: Subject to Clause 13.1, for the avoidance of doubt, the restriction contained
in this Clause 13 shal continue to aply after the completion of the Global Ofering
and the maters and arangements refered to or contemplated in this Agrement, for so
long as any of the Joint Sponsors or the Sponsor-OCs remains as a sponsor or adviser
to the Company, or the termination of this Agrement.
14 CONFIDENTIALITY
14.1 Information confidential: Subject to Clause 14.2, each party hereto shal, and shal
procure that its afiliates and its and their directors, supervisors, partners, oficers,
employes and agents wil, treat as strictly confidential al information received or
obtained as a result of entering into or performing this Agrement which relates to the
provisions of this Agrement, the negotiations relating to this Agrement, the maters
contemplated under this Agrement or the other parties to this Agrement.
14.2 Exceptions: Any party hereto may disclose, or permit its afiliates and its and their
directors, supervisors, partners, oficers, employes and agents to disclose, information
which would otherwise be confidential if and to the extent:
14.2.1 required by aplicable Laws;
14.2.2 required or requested by any Authority to which such party is subject or
submits, wherever situated, including, without limitation, the SEHK, the
CSRC and the SFC, whether or not the requirement for disclosure of
information has the force of law;
14.2.3 required to vest the ful benefit of this Agrement in such party;
14.2.4 disclosed to the profesional advisers and auditors of such party on a strictly
ned-to-know basis under a duty of confidentiality;
14.2.5 the information has come into the public domain through no fault of such
party;
14.2.6 required or requested by any of the Joint Sponsors, the Underwriting Parties
or their respective afiliates for the purpose of the Global Ofering or
necesary in the view of any such party to sek to establish any defence or
pursue any claim in any legal, arbitration or regulatory proceding or
investigation in conection with the Global Ofering or otherwise to comply
with its or their own regulatory obligations; or
14.2.7 the other parties have given prior writen aproval to the disclosure (and in
the case of the Hong Kong Underwriters, by the Sponsor-OCs (for
themselves and on behalf of the Hong Kong Underwriters), with such
aproval not to be unreasonably witheld,
provided that, in the cases of Clauses 14.2.3 and 14.2.7, any such information disclosed
shal be disclosed only after consultation with the other parties.
14.3 Ful force: The restrictions contained in this Clause 14 shal remain in ful force and
efect notwithstanding the termination of this Agrement or the completion of the
Global Ofering and the maters and arangements refered to or contemplated in this
Agrement.
15 NOTICES
15.1 Language: Al notices or other comunication delivered hereunder shal be in writing
except as otherwise provided in this Agrement and shal be in the English language.
15.2 Time of notice: Any such notice or other comunication shal be adresed as
provided in Clause 15.3 and if so adresed, shal be demed to have ben duly given
or made as folows:
15.2.1 if sent by personal delivery, upon delivery at the adres of the relevant party;
15.2.2 if sent by post, two Busines Days after the date of posting;
15.2.3 if sent by airmail, five Busines Days after the date of posting;
15.2.4 if sent by facsimile, when sent with confirmed receipt as evidenced by the
transmision report generated at the end of the transmision of such facsimile
by the facsimile machine used for such transmision;
15.2.5 if sent by email, at the time of sending provided no report of returned email
or failure of delivery is received by the sender within 24 hours after the
despatch of such email.
Any notice received or demed to be received on a day which is not a Busines Day
shal be demed to be received on the next Busines Day.
15.3 Details of contact: The relevant adres, email adres and facsimile number of each
of the parties for the purpose of this Agrement, subject to Clause 15.4, are as folows:
If to the Company, to:
No. 99, South Tianyue Road, Huaiyin District, Jinan City, Shandong, the PRC
Email : wayne.zhong@sic.c
Atention : Mr. Zhong Wenqing
If to CIC, to:
29/F, One International Finance Centre, 1 Harbour View Stret, Central, Hong Kong
Email : IB_PJ_216@cic.com.cn
Atention : Project 216 team
If to CITICS HK and CLSA, to:
18/F, One Pacific Place, 88 Quensway, Hong Kong
Email : Project_216@clsa.com
Atention : Project 216 team
If to any of the Hong Kong Underwriters, to the adres, email adres and fax number
of such Hong Kong Underwriter, and for the atention of the person, specified under
the name of such Hong Kong Underwriter in SCHEDULE 1.
15.4 Change of contact details: A party may notify the other parties to this Agrement of
a change of its relevant adres, email adres or facsimile number for the purposes of
Clause 15.3, provided that such notification shal only be efective on:
15.4.1 the date specified in the notification as the date on which the change is to
take place; or
15.4.2 if no date is specified or the date specified is les than two Busines Days
after the date on which notice is given, the date faling two Busines Days
after notice of any such change has ben given.
16 GOVERNING LAW; DISPUTE RESOLUTION; WAIVER OF IMUNITY
16.1 Governing law: This Agrement and any non-contractual obligations arising out of or
in conection with it, shal be governed by and construed in acordance with the laws
of Hong Kong.
16.2 Arbitration: Subject to Clause 16.3 below, each party to this Agrement agres that
any dispute, controversy, diference or claim arising out of or in conection with this
Agrement, including any question regarding its subject mater, existence, negotiation,
validity, invalidity, interpretation, performance, breach, termination or enforceability
or any dispute regarding non-contractual obligations arising out of or in conection
with this Agrement (a “Dispute”) shal be refered to and finaly resolved by
arbitration administered by the Hong Kong International Arbitration Centre
(“HKIAC”) in acordance with the HKIAC Administered Arbitration Rules in force
when the Notice of Arbitration is submited (the “Rules”). The Rules are demed to be
incorporated by reference into this Clause 16.2. The seat of arbitration shal be Hong
Kong. The number of arbitrators shal be thre. The arbitration procedings shal be
conducted in English. This arbitration clause shal be governed by the laws of Hong
Kong. The rights and obligations of the parties to submit Disputes to arbitration
pursuant to this Clause 16.2 shal survive the termination of this Agrement, the
completion of the Global Ofering and the maters and arangements refered to or
contemplated in this Agrement. Nothing in this Clause 16.2 shal be construed as
preventing any party from seking conservatory or interim relief from any court of
competent jurisdiction.
16.3 Joinder to third party procedings: Notwithstanding Clause 16.2, each of the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators,
the Joint Bokruners, the Joint Lead Managers, the Capital Market Intermediaries and
the Hong Kong Underwriters shal have the sole right, in circumstances in which they
become joined as a defendant or third party in any procedings comenced by a non-
party to this Agrement in any court of competent jurisdiction (the “Court
Procedings”), to join in and pursue claims against the Company in those procedings
(whether by way of a claim for an indemnity, contribution or otherwise). If the
Company is joined as a party to any Court Procedings in acordance with this Clause
16.3, no arbitration shal be comenced or continued by any party under Clause 16.2
in respect of a dispute about the same subject mater or arising from the same facts and
circumstances or involving the same question of law as the Court Procedings until the
Court Procedings have ben finaly determined.
16.4 Service of documents: Each of the parties hereto irevocably agres that any writ,
sumons, order, judgment or other notice of legal proces in respect of procedings
permited to be brought under the provisions of this Clause 16 shal be suficiently and
efectively served on it if delivered in acordance with Clause 15 and, in the case of
the Company, in acordance with Clause 15 or Clause 16.516.5.
16.5 Proces agent: The Company warants that it has established a principal place of
busines in Hong Kong at Rom 503, 5th Flor, Tung Wai Comercial Building, 109-
111 Gloucester Road, Wanchai, Hong Kong, and has ben registered as a non-Hong
Kong company under Part 16 of the Companies Ordinance. Service of proces upon
the Company at the above adres shal be demed, for al purposes, to be due and
efective service, and shal be demed completed whether or not forwarded to or
received by any such apointer. If for any reason the Company fails to maintain a
principal place of busines in Hong Kong or is no longer registered in Hong Kong, the
Company shal within 14 days apoint an agent for the service of proces in Hong Kong
aceptable to the Joint Sponsors and the Sponsor-OCs and deliver to each of the other
parties to this Agrement a copy of the agent’s aceptance of that apointment within
14 days, failing which the Joint Sponsors and/or the Sponsor-OCs shal be entitled to
apoint an agent for and on behalf of the Company, and such apointment shal be
efective upon the giving notice of such apointment to the Company to its imediately
preceding adres for notices. Nothing in this Agrement shal afect the right to serve
proces in any other maner permited by Law.
Where procedings are taken against the Company in the courts of any jurisdiction
other than Hong Kong, upon being given notice in writing of such procedings, the
Company shal forthwith apoint an agent for the service of proces in that jurisdiction
aceptable to the Joint Sponsors and the Sponsor-OCs and deliver to each of the other
parties hereto a copy of the agent’s aceptance of that apointment within 14 days,
failing which the Joint Sponsors and/or the Sponsor-OCs shal be entitled to apoint
such agent for and on behalf of the Company, and such apointment shal be efective
upon the giving notice of such apointment to the Company.
16.6 Waiver of imunity: To the extent that in any procedings in any jurisdictions
(including, without limitation, arbitration procedings), the Company has claimed or
can claim for itself or its undertakings, asets, properties or revenues present or future
any imunity (on the grounds of sovereignty or crown status or otherwise) from
(without limitation) any action, suit, proceding or other legal proces (including,
without limitation, arbitration procedings), from set-of or counterclaim, from the
jurisdiction of any court or tribunal, from service of proces, from atachment to or in
aid of execution of any judgment, decision, determination, order or award including,
without limitation, any arbitral award, or from other action, suit or proceding for the
giving of any relief or for the enforcement of any judgment, decision, determination,
order or award including, without limitation, any arbitral award or to the extent that in
any such procedings there may be atributed to itself/himself or its/his asets,
properties or revenues any such imunity (whether or not claimed), the Company
hereby irevocably waives and agres not to plead or claim any such imunity in
relation to any such procedings. This waiver extends to and constitutes consent to
relief being given against the Company in any jurisdiction by way of injunction or order
for specific performance or for the recovery of any property whatsoever or other
provisional or interim protective measures and to its property (irespective of its use or
intended use) being subject to any proces for the enforcement of a judgement/award
or any proces efected in the course or as a result of any action in rem.
17 GENERAL PROVISIONS
17.1 Time: Save as otherwise expresly provided herein, time shal be of the esence of this
Agrement.
17.2 Ilegality, invalidity or unenforceability: If, at any time, any provision hereof is or
becomes ilegal, invalid or unenforceable in any respect under the Laws of any
jurisdiction, neither the legality, validity or enforceability in that jurisdiction of any
other provisions hereof nor the legality, validity or enforceability of that or any other
provision(s) hereof under the Laws of any other jurisdiction shal in any way be
afected or impaired thereby.
17.3 Asignment: Each of the Joint Sponsors and Underwriting Parties may asign, in
whole or in part, the benefits of this Agrement, including, without limitation, the
Waranties and the indemnities in Clauses 8 and 12, respectively, to any of the persons
who have the benefit of the indemnities in Clause 12 and any sucesor entity to such
Joint Sponsor, the Underwriting Party or any of such persons, as aplicable.
Obligations under this Agrement shal not be asignable.
17.4 Release or compromise: Each party may release, or compromise the liability of, the
other parties (or any of them) or grant time or other indulgence to the other parties (or
any of them) without releasing or reducing the liability of the other parties (or any of
them) or any other party. Without prejudice to the generality of the foregoing, the
Company agres and acknowledges that any amendment or suplement to the Ofering
Documents or the CSRC Filings or any of them (whether made pursuant to Clause 8.5
or otherwise) or any anouncement, isue, publication or distribution, or delivery to
investors, of such amendment or suplement or any aproval by, or knowledge of, the
Joint Sponsors, the Underwriting Parties or any of them, of such amendment or
suplement to any of the Ofering Documents or the CSRC Filings subsequent to its
distribution shal not in any event and notwithstanding any other provision hereof
constitute a waiver or modification of any of the conditions precedent to the obligations
of the Hong Kong Underwriters as set forth in this Agrement or result in the los of
any rights hereunder of the Joint Sponsors or the Underwriting Parties, as the case may
be, to terminate this Agrement or prejudice any other rights of the Joint Sponsors or
the Underwriting Parties, as the case may be, under this Agrement (in each case
whether by reason of any mistatement or omision resulting in a prior breach of any
of the Waranties or otherwise).
17.5 Exercise of rights: No delay or omision on the part of any party hereto in exercising
any right, power or remedy under this Agrement shal impair such right, power or
remedy or operate as a waiver thereof. The single or partial exercise of any right, power
or remedy under this Agrement shal not preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The rights, power and remedies
provided in this Agrement are cumulative and not exclusive of any other rights,
powers and remedies (whether provided by Laws or otherwise).
17.6 No partnership: Nothing in this Agrement shal be demed to give rise to a
partnership or joint venture, nor establish a fiduciary or similar relationship, betwen
the parties hereto.
17.7 Entire agrement: This Agrement, together with (i) with respect to the Company and
the Joint Sponsors, the Sponsor-OCs or the Overal Cordinators, the Sponsors and
Sponsor-OCs Engagement Leters, and (i) with respect to the Company and the
relevant CMI, the engagement leter entered into betwen the Company and the
relevant CMI (colectively, the “CMI Engagement Leters”), constitutes the entire
agrement betwen the Company, the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the CMIs and the Hong Kong Underwriters relating to the underwriting of
the Hong Kong Public Ofering and supersedes and extinguishes any prior drafts,
agrements, undertakings, understanding, representations, waranties and
arangements of any nature whatsoever, whether or not in writing, relating to such
maters as have ben regulated by the provisions of this Agrement. For the avoidance
of doubt, the Sponsors and Sponsor-OCs Engagement Leters and CMI Engagement
Leters shal continue to be in force and binding upon the parties thereto. If any terms
herein this Agrement are inconsistent with that of the Sponsors and Sponsor-OCs
Engagement Leters and CMI Engagement Leters, the terms in this Agrement shal
prevail.
17.8 Amendment and variations: This Agrement may only be amended or suplemented
in writing signed by or on behalf of each of the parties hereto.
17.9 Counterparts: This Agrement may be executed in any number of counterparts, each
of which when so executed and delivered shal be an original, but al of which shal
together constitute one and the same instrument. Delivery of a counterpart of this
Agrement by email atachment or telecopy shal be an efective mode of delivery. In
relation to each counterpart, upon confirmation by or on behalf of a party that such
party authorises the atachment of its counterpart signature page to the final text of this
Agrement, such counterpart signature page shal take efect, together with such final
text, as a complete authoritative counterpart.
17.10 Judgment Curency Indemnity: In respect of any judgment or order or award given
or made for any amount due under this Agrement to any of the Indemnified Parties
that is expresed and paid in a curency (the “judgment curency”) other than Hong
Kong dolars, the Company wil indemnify such Indemnified Party against any los
incured by such Indemnified Party as a result of any variation as betwen (A) the rate
of exchange at which the Hong Kong dolar amount is converted into the judgment
curency for the purpose of such judgment, order or award and (B) the rate of exchange
at which such Indemnified Party is able to purchase Hong Kong dolars with the amount
of the judgment curency actualy received by such Indemnified Party. The foregoing
indemnity shal constitute a separate and independent obligation of the Company and
shal continue in ful force and efect notwithstanding any such judgment or order as
aforesaid. The term “rate of exchange” shal include any premiums and costs of
exchange payable in conection with the purchase of or conversion into Hong Kong
dolars.
17.11 Taxation: Al payments to be made by the Company, as the case may be, under this
Agrement shal be paid fre and clear of and without deduction or witholding for or
on acount of, any and al Taxes. If any Taxes are required by Laws to be deducted or
witheld in conection with such payments, the Company wil increase the amount
paid so that the ful amount of such payments as agred in this Agrement is equal to
the net amount received by the Joint Sponsors and the Underwriting Parties, as
aplicable.
If any of the Joint Sponsors or the Underwriting Parties is required by any Authority to
pay any Taxes as a result of this Agrement, the Company wil pay an aditional
amount to such Joint Sponsor, or such Underwriting Party so that the ful amount of
such payments as agred in this Agrement to be paid to such Joint Sponsor or
Underwriting Party is equal to the net amount received by such Joint Sponsor or
Underwriting Party. The Company wil further, if requested by such Joint Sponsor or
Underwriting Party, use reasonable eforts to give such asistance as such Joint Sponsor
or Underwriting Party may reasonably request to asist such Joint Sponsor or
Underwriting Party in discharging its obligations in respect of such Taxes, including
by making filings and submisions on such basis and such terms as such Joint Sponsor
or Underwriting Party reasonably requests, as son as practicaly posible, making
available to such Joint Sponsor or Underwriting Party notices received from any
Authority and, subject to the receipt of funds from such Joint Sponsor or Underwriting
Party, by making payment of such funds on behalf of such Joint Sponsor or
Underwriting Party to the relevant Authority in setlement of such Taxes and,
forwarding to such party for record an oficial receipt isued by the relevant Authority
or other oficial document evidencing such payment. For the avoidance of doubt, each
of the Joint Sponsors or Underwriting Parties shal be solely and severaly responsible
for discharging its own aplicable taxes in respect of profit derived from the provision
of its services to the Company in conection with the Global Ofering, if any.
17.12 Authority to the Sponsor-OCs: Unles otherwise provided herein, each Hong Kong
Underwriter (other than the Sponsor-OCs) hereby authorises the Sponsor-OCs to act
on behalf of al the Hong Kong Underwriters in their sole and absolute discretion in the
exercise of al rights and discretions granted to the Hong Kong Underwriters or any of
them under this Agrement and authorises the Sponsor-OCs in relation thereto to take
al actions they may consider desirable and necesary to give efect to the transactions
contemplated herein.
17.13 Oficer’s Certificates: Any certificate signed by any oficer of the Company and
delivered to the Sponsor-OCs or the Joint Sponsors or any Underwriters or any counsel
for the Underwriters pursuant to this Agrement shal be demed to be a representation
and waranty by the Company, as to maters covered thereby, to each Sponsor-OCs,
the Joint Sponsor or Underwriter.
17.14 Profesional Investor Treatment Notice: The Company has read and understod the
Profesional Investor Treatment Notice set forth in SCHEDULE 6 and acknowledges
and agres to the representations, waivers and consents contained in such notice, in
which the expresions “you” or “your” mean the Company, and “we” or “us” or “our”
mean the Sponsor-OCs (for themselves on behalf of the Hong Kong Underwriters).
17.15 Survival: The provisions in this Clause 17 shal remain in ful force and efect
notwithstanding the completion of the Global Ofering and the maters and
arangements refered to or contemplated in this Agrement or the termination of this
Agrement.
17.16 Further Asurance: The Company shal from time to time, upon being required to do
so by the Joint Sponsors or the Underwriting Parties now or at any time in the future
do or procure the doing of such acts and/or execute or procure the execution of such
documents as the Joint Sponsors or the Underwriting Parties may reasonably require to
give ful efect to this Agrement and securing to the Joint Sponsors and the
Underwriting Parties or any of them the ful benefit of the rights, powers and remedies
confered upon them or any of them in this Agrement.
17.17 Contracts (Rights of Third Parties) Ordinance: To the extent otherwise set out in
this Clause 17.17, a person who is not a party to this Agrement shal not have any
rights under the Contracts (Rights of Third Parties) Ordinance to enforce any terms of
this Agrement but this does not afect any right or remedy of a third party which exists
or is available apart from the Contracts (Rights of Third Parties) Ordinance:
17.17.1 Indemnified Parties may enforce and rely on Clause 12 to the same extent
as if they were a party to this Agrement.
17.17.2 This Agrement may be terminated or rescinded and any term may be
amended, varied or waived without the consent of the persons refered to in
Clause 17.17.1.
17.17.3 The asigne pursuant to Clause 17.3 may enforce and rely on this
Agrement as if it were a party to this Agrement.
| Maximum number of |
|---|
| Hong Kong Offer Shares |
| to be underwritten |
| Percentage |
|---|
| to be |
| underwritten |
| China International Capital |
|---|
| Corporation Hong Kong Securities |
| Limited |
| 29/F One International Finance Centre |
| 1 Harbour View Street |
| Central |
| Hong Kong |
| CLSA Limited |
| 18/F, One Pacific Place |
| 88 Queensway |
| Hong Kong |
| Haitong International Securities |
| Company Limited |
| 22/F, Li Po Chun Chambers |
| 89 Des Voeux Road Central |
| Hong Kong |
| BOCI Asia Limited |
| 26/F, Bank of China Tower |
| 1 Garden Road |
| Central |
| Hong Kong |
| UOB Kay Hian (Hong Kong) |
| Limited |
| 6/F, Harcourt House |
| 39 Gloucester Road |
| Hong Kong |
| See below |
|---|
| See below |
|---|
| See below |
|---|
| See below |
|---|
SCHEDULE 1 THE HONG KONG UNDERWRITERS
Hong Kong Underwriters
Se below Se below
Se below Se below
Se below Se below
Se below Se below
The Hongkong and Shanghai
Banking Corporation Limited
1 Quen’s Road Central
Hong Kong
Zhongtai International Securities
Limited
19/F, Li Po Chun Chambers
189 Des Voeux Road Central
Hong Kong
Se below Se below
ICBC International Securities
Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
Se below Se below
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
Se below Se below
CB International Capital Limited
12/F, CB Tower
3 Conaught Road Central
Central
Hong Kong
Se below Se below
ABCI Securities Company Limited
10/F, Agricultural Bank of China
Tower
50 Conaught Road Central
Central
Hong Kong
Se below Se below
GF Securities (Hong Kong)
Brokerage Limited
27/F, GF Tower
81 Lockhart Road
Wan Chai
Se below Se below
China Galaxy International
Securities (Hong Kong) Co.,
Limited
20/F Wing On Centre
111 Conaught Road Central
Hong Kong
Se below Se below
Shenwan Hongyuan Securities
(H.K.) Limited
Level 6, Thre Pacific Place
1 Quen’s Road East
Hong Kong
Se below Se below
Futu Securities International (Hong
Kong)
Limited
34/F, United Centre
No. 95 Quensway
Admiralty
Hong Kong
Se below Se below
Sun Securities Limited
Unit 4502, 45/F, The Center
99 Quen’s Road Central
Central
Hong Kong
Se below Se below
Huafu International Securities
Limited
Unit 2603−04, 26/F, Infinitus Plaza
Se below Se below
| The number of Hong Kong Offer Shares underwritten by each of the Hong Kong |
|---|
| Underwriters shall be determined in the manner set out below: |
| A = B/C x 2,387,300 |
| where: |
| “A” is the number of the Hong Kong Offer Shares underwritten by the relevant Hong |
| Kong Underwriter, provided that: (i) any fraction of an Offer Share shall be rounded to |
| the nearest whole number of Offer Share, (ii) the total number of Hong Kong Offer |
| Shares to be underwritten by the Hong Kong Underwriters shall be exactly 2,387,300 |
| and (iii) the number underwritten by each Hong Kong Underwriter may be adjusted as |
| may be agreed by the Company and the Hong Kong Underwriters. |
| “B” is the number of Firm Shares (as defined in the International Underwriting |
| Agreement) which the relevant Hong Kong Underwriter or any of its affiliates has |
| agreed to purchase or procure purchasers for pursuant to the International Underwriting |
| Agreement; and |
199 Des Voeux Road Central Sheung
Wan
Hong Kong
Fosun International Securities
Limited
Suite 2101−2105, 21/F
Champion Tower
3 Garden Road
Central
Hong Kong
Se below Se below
Tiger Brokers (HK) Global Limited
23/F, Li Po Chun Chambers
189 Des Voeux Road Central
Hong Kong
Se below Se below
Total 2,387,300 100%
“C” is the agregate number of Firm Shares (as defined in the International
Underwriting Agrement) which al the Hong Kong Underwriters or any of their
respective afiliates have agred to purchase or procure purchasers for pursuant to the
International Underwriting Agrement.
SCHEDULE 2 THE WARANTIES
The Company represents, warants, agres and undertakes to the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and each of
them as folows:
Acuracy of Information
1. Al information disclosed or made available in writing or oraly from time to time (and
any new or aditional information serving to update or amend such information) by or
on behalf of the Company or any of its subsidiaries and/or any of their respective
directors, oficers, or employes to the SEHK, the SFC, the CSRC, the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint
Bokruners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong
Kong Underwriters, the International Underwriters, the Reporting Acountants, the
Internal Control Consultant, the Industry Consultant and/or the legal and other
profesional advisers for the Company, the Hong Kong Underwriters or the
International Underwriters in conection with the Global Ofering and/or the listing of
the H Shares on the SEHK (including, without limitation, for the purpose of replying
to queries and coments raised by the SEHK, the SFC and the CSRC, the answers and
documents provided for or in the course of due diligence or contained in or refered to
in the Verification Notes, or the discharge by the Joint Sponsors of their obligations as
sponsors under the Code of Conduct, the Listing Rules and the CSRC Rules, or the
discharge by the Sponsor-OCs and the Capital Market Intermediaries of their
respective obligations as a Sponsor-OC and/or a Capital Market Intermediary under
the Code of Conduct, the Listing Rules and the CSRC Rules) was so disclosed or made
available in ful and in god faith and, when given, was and remains complete, true and
acurate in al material respects and not misleading, except as subsequently disclosed
in each of the Hong Kong Prospectus and the Preliminary Ofering Circular or
otherwise notified to the SEHK, the SFC and/or the CSRC, as aplicable.
2. The Company has complied, in al material respects, with al the aplicable
requirements and timely submited al requisite filings in conection with the Global
Ofering (including, without limitation, the CSRC Filing Report) with the CSRC
pursuant to the CSRC Filing Rules and al aplicable Laws, and the Company has not
received any notice of rejection, withdrawal or revocation from the CSRC in
conection with such CSRC Filings. Each of the CSRC Filings is complete, true and
acurate and not misleading, and does not omit any material information which would
make the statements made therein, in light of the circumstances under which they are
made, misleading.
3. Each of the CSRC Filings made by or on behalf of the Company is in compliance with
the disclosure requirements pursuant to the CSRC Filing Rules.
4. Al forecasts and estimates so disclosed or made available have ben made after due,
careful and proper consideration and, where apropriate, are based on asumptions
refered to in each of the Hong Kong Prospectus, the Preliminary Ofering Circular,
the CSRC Filings or other related documents (to the extent there are any) and represent
reasonable and fair expectations honestly held based on facts known at the time to the
Company and the Directors. Such forecasts and estimates do not omit or neglect to
include or take into acount any facts or maters which are or may be material to such
forecasts or estimates or to the Global Ofering.
5. (A) None of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular contained an untrue statement of a material fact or omited to state a material
fact necesary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading (B) no individual Suplemental Ofering
Material conflicted or wil conflict with the Hong Kong Public Ofering Documents
and the Preliminary Ofering Circular (as used herein, “Suplemental Ofering
Material” means any “writen comunication” (within the meaning of the Securities
Act) prepared by or on behalf of the Company, or used or refered to by the Company,
that constitutes an ofer to sel or a solicitation of an ofer to buy the Ofer Shares
including without limitation, any roadshow presentation relating to the Ofer Shares
that constitutes such writen comunication, other than the Hong Kong Public Ofering
Documents or amendments or suplements thereto), except that the representations and
waranties set forth in this paragraph does not aply to statements or omisions in the
Hong Kong Public Ofering Documents and the Preliminary Ofering Circular made in
reliance upon information furnished to the Company by or on behalf of any Hong Kong
Underwriter expresly and specificaly for use therein (“HK Underwriter
Information”). HK Underwriter Information refers to the respective names, logos and
adreses of the Hong Kong Underwriters.
6. Other than the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular, the Company and, to its best knowledge, its agents and representatives (other
than the Hong Kong Underwriters and the International Underwriters in their capacity
as such) (A) have not, without the consent of the Joint Global Cordinators, made, used,
prepared, authorised, aproved or refered to any Suplemental Ofering Material and
(B) wil not prepare, make, use, authorise, aprove or refer to any Suplemental
Ofering Material, in each case, without the prior writen consent of the Joint Sponsors,
the Sponsor-OCs and Overal Cordinators.
7. Al statements or expresions of opinion, forecasts or intention (including, without
limitation, the statements regarding the suficiency of working capital, planed or
estimated capital expenditure, future plans, use of proceds, suficiency of working
capital, critical acounting policies, indebtednes, prospects, dividends, material
contracts, industry trends, litigation and regulatory compliance) in each of the Hong
Kong Prospectus and the Preliminary Ofering Circular, at and as at the date of this
Agrement, the Hong Kong Prospectus Date and at al other times when the Waranties
are repeated pursuant to this Agrement are fairly and honestly made in god faith on
reasonable grounds and, where apropriate, based on reasonable asumptions, and such
grounds or asumptions are fairly and honestly held in god faith by the Company and
its Directors and there are no other facts known or which could have ben known to
the Company or its directors the omision of which would make any such statement or
expresion misleading.
8. Without prejudice to any of the other representations and waranties of the Company
herein, the statements in relation to the Group’s data contained in the sections of each
of the Hong Kong Prospectus and the Preliminary Ofering Circular headed
“Sumary—Our Products” and “Busines” are complete, true and acurate in al
material respects.
9. No material information was witheld from the Joint Sponsors, the Sponsor-OCs, the
Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint
Lead Managers, the Capital Market Intermediaries, the Underwriters, the Reporting
Acountants, the Internal Control Consultant, the Industry Consultant and/or the legal
advisers for the Company or the Underwriters for the purposes of the Global Ofering
and/or the listing of the Shares on the SEHK (including for the purposes of making
submisions or aplications to, or replying to queries or coments raised by, the SEHK,
the SFC or the CSRC).
10. (A) The Hong Kong Public Ofering Documents and the Formal Notice contains or
includes al material information and particulars required for a prospectus and/or listing
document to comply with al statutory and other provisions, including without
limitation, the Companies (WUMP) Ordinance, the Listing Rules and al other Laws
so far as aplicable to any of the foregoing, the Global Ofering and/or the listing of
the H Shares on the Main Board of the SEHK (unles any such requirement has ben
waived or exempted by the relevant Authority) and (B) the Hong Kong Public Ofering
Documents contain or include al such material information as investors and their
profesional advisers would reasonably require, and reasonably expect to find therein,
for the purpose of making an informed asesment of the busines, condition (financial
or other), asets and liabilities, financial position, profits and loses, and prospects of
the Group, taken as a whole, and the rights ataching to the H Shares.
11. The statements under the sections headed “Risk Factors”, “Industry Overview”,
“History, Development and Corporate Structure”, “Share Capital”, “Underwriting”,
“Structure of the Global Ofering”, “Apendix V – Sumary of Principal Legal and
Regulatory Provisions”, “Apendix VI – Sumary of the Articles of Asociation”,
“Apendix VI – Statutory and General Information” in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular, insofar as they purport to constitute
sumaries of the terms of the Shares and describe provisions of Laws, regulations,
documents and other legal maters refered to therein, are a fair and acurate sumary
of the relevant Laws, regulations, documents and legal maters and not misleading.
12. The statements contained in each of the Hong Kong Prospectus and the Preliminary
Ofering Circular in the sections headed “Risk Factors”, “Busines” and “Financial
Information” are complete, true and acurate in al material respects and not misleading
and represent the best and honest belief of the Directors arived at after due, proper and
careful consideration, and there are no other material risks of the Group which have
not ben disclosed in each of the Hong Kong Prospectus and the Preliminary Ofering
Circular.
13. Al public notices, anouncements and advertisements in conection with the Global
Ofering (including, without limitation, the Formal Notice, the OC Anouncement and
al filings and submisions provided by or on behalf of the Company to the SEHK, the
SFC or the CSRC) have complied with al aplicable Laws.
14. Each of the Aplication Prof and the PHIP is in compliance with the Guide on
redactions therein and apropriate warning and disclaimer statements for publication
thereof published by the SEHK.
15. Al the interests or short positions of each of the Directors in the Shares, underlying
shares and debentures of the Company or any asociated corporation (within the
meaning of Part XV of the Securities and Futures Ordinance) which wil be required
to be notified to the Company and the SEHK pursuant to Divisions 7 and 8 of Part XV
of such Ordinance, or which wil be required pursuant to section 352 of such Ordinance
to be entered in the register refered to therein, or which wil be required to be notified
to the Company and the SEHK pursuant to the Model Code for Securities Transactions
by Directors of Listed Isuers in the Listing Rules, in each case once the H Shares are
listed, are fuly, completely and acurately disclosed in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular.
16. None of the Directors has revoked or withdrawn the authority and confirmations in the
responsibility leter, statement of interests and/or power of atorney isued by him or
her to the Company and the Joint Sponsors, as aplicable, and such authority and
confirmations remain in ful force and efect.
The Company and the Group
17. As at the date of this Agrement, the Company has the authorised and isued share
capital as set forth in the Hong Kong Prospectus and the Preliminary Ofering Circular;
al of the isued Shares of the Company (A) have ben duly authorised and validly
isued and are fuly paid and non-asesable, (B) are owned by the existing
shareholders in the amounts specified in each of the Hong Kong Prospectus and the
Preliminary Ofering Circular, (C) have ben isued in compliance with al aplicable
Laws, (D) were not isued in violation of any pre-emptive right, resale right, right of
first refusal or similar right, and (E) are not subject to any Encumbrance.
18. Each of the Company and its subsidiaries (A) has ben duly incorporated and is capable
of suing and being sued, and is validly existing under the Laws of its place of
incorporation, with ful right, power and authority (corporate and other) to own, use,
lease and operate its properties and asets and conduct its busines in the maner
presently conducted and, where aplicable, as described in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular, except which would not,
individualy or in the agregate, result in a Material Adverse Change, to execute and
deliver each of this Agrement, the International Underwriting Agrement and the
Operative Documents and to perform its obligations hereunder and thereunder and to
isue and deliver the Ofer Shares as contemplated herein, (B) is duly qualified to
transact busines and is in god standing (where such concept is aplicable) in each
jurisdiction where such qualification or god standing is required (by virtue of its
busines or otherwise), and (C) the articles of asociation and other constituent or
constitutive documents and the busines licenses, as aplicable, of each of the
Company and its subsidiaries do not contravene the requirements of the Laws of the
jurisdiction of its incorporation, registration or organisation and are in ful force and
efect.
19. Except as disclosed in the Hong Kong Prospectus and the Preliminary Ofering
Circular, no person, individualy or together with its afiliates, beneficialy owns,
ultimately controls or otherwise has any interest (within the meaning of Part XV of the
Securities and Futures Ordinance) in 5% or more of any clas of the Company’s share
capital through trust, contract, arangement, understanding (whether formal or informal)
or otherwise.
- “Apendix I – Acountants’ Report – Note 17. Investments in
Subsidiaries” of the Hong Kong Prospectus and the Preliminary Ofering Circular sets
forth a list of al the subsidiaries of the Company and the Company’s interest therein;
(B) the Company owns al the isued or registered capital or other equity interests of
or in each of its subsidiaries; the registered capital (in the form of shares or otherwise)
of each subsidiary of the Company has ben duly and validly isued and fuly paid up
with al contributions to such registered capital having ben paid within the time
periods prescribed under aplicable Laws and al payments of such contributions
having ben aproved by the aplicable governmental authorities, and no obligation
for the payment of a contribution to such registered capital remains outstanding; al of
such registered capital has ben isued in compliance with al aplicable Laws and was
not isued in violation of any pre-emptive rights, resale rights, rights of first refusal or
similar rights and, to the extent legaly and/or beneficialy owned by the Company, is
owned by the Company subject to no security interest or other Encumbrance; (C) other
than the share capital or other equity interests of or in its subsidiaries, the Company
does not own, directly or indirectly, any share capital or any other equity interests or
long-term debt securities of or in any corporation, firm, partnership, joint venture,
asociation or other entity; and (D) except as disclosed in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular, no options, warants or other rights
to purchase, agrements or other obligations to isue or other rights to convert any
obligation into shares or other equity interests of or in the Company or any of its
subsidiaries are outstanding.
21. The Company has ben duly registered as a non-Hong Kong company under Part XI
of the former Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (now
known as non-Hong Kong company under Part 16 of the Companies Ordinance) and
the articles of asociation of the Company do not contravene the laws of the PRC and
where aplicable, the Listing Rules and Laws in Hong Kong.
22. Neither the Company nor any of its subsidiaries has conducted, is conducting or
curently proposes to conduct any busines, or proposes to acquire or incur any
property or aset or liability or obligation (including, without limitation, contingent
liability or obligation), which is material to the Group, taken as a whole, but which is
not directly or indirectly related to the busines of the Group, taken as a whole, as
described in the Hong Kong Prospectus and the Preliminary Ofering Circular.
23. Subsequent to the date of the latest audited consolidated financial statements included
in each of the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular and up til each Time of Delivery, neither the Company nor any of its
subsidiaries has entered into the merger, acquisition, busines consolidation, joint
venture or strategic coperation with any other entity or busines that is material to the
Group, taken as a whole.
Ofer Shares
24. As at the Listing Date, the Company wil have the isued share capital as set forth in
the section of each of Hong Kong Prospectus and the Preliminary Ofering Circular
headed “Share Capital” and, asuming the ful exercise of the Over-Alotment Option,
as at the relevant setlement date for the Option Shares, the Company wil have the
isued capital as set forth in the section of each of the Hong Kong Prospectus and
Preliminary Ofering Circular headed “Share Capital”. The share capital of the
Company, including the Ofer Shares, conforms to each description thereof contained
in each of the Hong Kong Prospectus and the Preliminary Ofering Circular; the
certificates for Ofer Shares, when isued, wil be in due and proper form such as to be
legal and valid under al aplicable Laws.
25. The Ofer Shares have ben duly and validly authorised and, when aloted, isued and
delivered against payment therefor as provided in this Agrement or the International
Underwriting Agrement, as aplicable, wil be duly and validly aloted, authorised
and isued, fuly paid and non-asesable, fre of any Encumbrance, and wil have
atached to them the rights and benefits specified in the Company’s articles of
asociation as described in each of the Hong Kong Prospectus and the Preliminary
Ofering Circular and, in particular, wil rank pari pasu in al respects with the existing
isued Shares, including the right to rank in ful for al distributions declared, paid or
made by the Company after the time of their alotment; the certificates for the Ofer
Shares, when isued, wil be in due and proper form such as to be legal and valid under
al aplicable Laws; the Ofer Shares wil be frely transferable by the Company to the
purchasers thereto or to or for the acount of the Underwriters and the subsequent
purchasers and, when aloted, isued and delivered against payment therefor as
provided in this Agrement or the International Underwriting Agrement, as aplicable,
wil be fre of any restriction upon the holding, voting or transfer thereof pursuant to
the aplicable laws of the relevant jurisdiction or the articles of asociation or other
constituent or constitutive documents or the busines license of the Company or any
agrement or other instrument to which the Company is a party.
26. Except for the requisite registration with the Registrar of the Companies in Hong Kong
and the final aproval from the SEHK for the listing of and permision to deal in the H
Shares on the Main Board of the SEHK, al necesary authorisations have ben
obtained from or made by the holders of existing isued Shares in the capital of the
Company to enable the Ofer Shares to be isued to the aplicants under the Global
Ofering in the maner described in the Hong Kong Prospectus and the Preliminary
Ofering Circular, and the Company has power under its articles of asociation to isue
the Ofer Shares pursuant to the Global Ofering and in the maner described in the
Hong Kong Prospectus and the Preliminary Ofering Circular.
27. No holder of any of the H Shares after the completion of the Global Ofering is subject
to any liability of the Company by virtue only of its holding of any such H Shares.
There are no limitations on the rights of holders of the Shares to hold, vote or transfer
their securities (other than any lock-up arangements disclosed in the Hong Kong
Prospectus and the Preliminary Ofering Circular and except as required by aplicable
Laws).
This Agrement and Operative Documents
28. Each of this Agrement, (i) the International Underwriting Agrement, (i) the Hong
Kong Public Ofering Documents, (iv) the Operative Documents and any other
document required to be executed by the Company pursuant to the provisions of this
Agrement, the International Underwriting Agrement or the Operative Documents has
ben or wil be duly authorised, executed and delivered by the Company and when
validly authorised, executed and delivered by the other parties hereto and thereto,
constitutes or wil constitute a legal, valid and binding agrement, enforceable in
acordance with its terms, subject, as to enforceability, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
aplicability relating to or afecting creditors’ rights and to general principles of equity
(the “Bankruptcy Exceptions”).
29. Neither the Company nor any of its subsidiaries is in breach or violation of or in default
under (nor has any event ocured which, with notice or lapse of time or fulfilment of
any condition or compliance with any formality or al of the foregoing, would result in
a breach or violation of, constitute a default under or give the holder of any
indebtednes (or a person acting on such holder’s behalf) the right to require the
repurchase, redemption or repayment of al or part of such indebtednes under) (A) its
articles of asociation or other constituent or constitutive documents or its busines
license, or (B) any indenture, mortgage, ded of trust, loan or credit agrement or other
evidence of indebtednes, or any license, lease, contract or other agrement (including
any agrement with its distributors, customers and supliers) or instrument to which it
is a party or by which it or any of its properties or asets may be bound or afected, or
(C) any Laws aplicable to it or any of its properties or asets, except in each case of
clauses (B) and (C) where such conflict, breach, violation would not, individualy or in
the agregate, result in a Material Adverse Efect.
No Conflict, Compliance and Aprovals
30. Aproval in principle has ben obtained from the listing comite of the SEHK for
the listing of, and permision to deal in, the H Shares on the Main Board of the SEHK,
and there is no reason to believe that such aproval may be revoked, suspended or
modified.
31. The execution, delivery and performance of this Agrement, the International
Underwriting Agrement and the Operative Documents, the isuance and sale of the
Ofer Shares, the publication of the Hong Kong Prospectus, the listing of the H Shares
on the SEHK, the consumation of the transactions herein or therein contemplated,
and the fulfilment of the terms hereof or thereof, do not and wil not conflict with, or
result in a breach or violation of, or constitute a default under (or constitute any event
which, with notice or lapse of time or fulfilment of any condition or compliance with
any formality or al of the foregoing, would result in a breach or violation of, constitute
a default under or give the holder of any indebtednes (or a person acting on such
holder’s behalf) the right to require the repurchase, redemption or repayment of al or
part of such indebtednes under), or result in the creation or imposition of a lien, charge
or Encumbrance on any property or asets of the Company or any of its subsidiaries
pursuant to (A) its articles of asociation or other constituent or constitutive documents
or the busines license of the Company or any of its subsidiaries, or (B) any indenture,
mortgage, ded of trust, loan or credit agrement or other evidence of indebtednes, or
any license, lease, contract or other agrement (including any agrement with its
customers, distributors and supliers) or instrument to which the Company or any of
its subsidiaries is a party or by which the Company or any of its subsidiaries is bound
or any of their respective properties or asets may be bound or afected, or (C) any
Laws aplicable to the Company or the Company or any of its subsidiaries or any of
their respective properties or asets, except in each case of clauses (B) and (C), where
such breach, violation or default would not, individualy or in the agregate, result in
a Material Adverse Change.
32. Except for the requisite registration with the Registrar of the Companies in Hong Kong
and the final aproval from the SEHK for the listing of and permision to deal in the H
Shares on the Main Board of the SEHK, al Aprovals and Filings (including the CSRC
aproval leter dated July 23, 2025, for the submision of the aplication to list H
Shares on the SEHK isued to the Company, and refered to as the “PRC Aproval”)
under any Laws aplicable to, or from or with any Authority having jurisdiction over,
the Company or any of its subsidiaries or any of their respective properties or asets,
or otherwise from or with any other persons, required in conection with the isuance
and sale of the Ofer Shares or the execution or delivery by the Company of this
Agrement, the International Underwriting Agrement, the Operative Documents, any
other document required to be executed by the Company pursuant to the provisions of
this Agrement, the International Underwriting Agrement or the Operative
Documents, or the performance by the Company of its obligations hereunder and
thereunder or the consumation of the transactions contemplated by this Agrement,
the International Underwriting Agrement, the Operative Documents or any other
document required to be executed by the Company pursuant to the provisions of this
Agrement, the International Underwriting Agrement or the Operative Documents
have ben obtained or made and are in ful force and efect, and there is no reason to
believe that any such Aprovals and Filings (including the PRC Aproval) may be
revoked, suspended or modified. No consent, aproval, authorisation or order of, or
qualification or any filings, registration with, submisions, postings, or aplications
with, any Authority is required for the performance by the Company of its obligations
under this Agrement, the International Underwriting Agrement or the Operative
Documents, and the consumation by the Company of the transactions contemplated
herein, therein or as described in the Hong Kong Prospectus and the Preliminary
Ofering Circular, which has not ben obtained and other than the filing of certain
notices with the Registrar of Companies in Hong Kong regarding the isuance of the
Ofer Shares.
33. No person has (A) the right, contractual or otherwise, to cause the Company to isue
or sel to it any Shares or other securities of the Company, (B) any pre-emptive rights,
resale rights, rights of first refusal or other rights against the Company to purchase
Shares or other securities of the Company, and (C) the right to act as an underwriter or
as a financial adviser to the Company in conection with the ofer and sale of the Ofer
Shares (other than the Underwriters), or (D) the right, contractual or otherwise, to cause
the Company to include any Shares or other securities of the Company in the Global
Ofering; the Global Ofering and the other transactions provided for or contemplated
by this Agrement, the International Underwriting Agrements and the Operative
Documents, in so far as they are the responsibility of the Company, have ben or wil
be caried out in acordance with al aplicable Laws and regulatory requirements in
Hong Kong and other relevant jurisdictions.
34. Except as described in each of the Hong Kong Prospectus and the Preliminary Ofering
Circular, (A) the Company and its subsidiaries (i) have conducted and are conducting
their respective busineses and operations in compliance with al Laws aplicable
thereto and (i) have obtained and hold al licenses, certificates, permits and other
authorisations isued by and has made al registrations, declarations and filings with,
in compliance with al Aprovals and Filings under any aplicable Laws and
Authorities having jurisdiction over any member of the Group or any of their respective
properties or asets required in order to own, lease, license and use their respective
properties and asets and conduct their respective busineses and operations
(colectively, the “Governmental Licenses”) as described in the Hong Kong
Prospectus and the Preliminary Ofering Circular; (B) al such Governmental Licenses
do not contain any materialy burdensome restrictions or conditions not described in
the Hong Kong Prospectus or the Preliminary Ofering Circular; (C) al such
Governmental Licenses are valid and in ful force and efect, and neither the Company
nor any of its subsidiaries is in violation of, or in default under, or has received notice
of any action, suit, proceding, investigation or inquiry relating to revocation,
suspension or modification of, or has any reason to believe that any Authority is
considering revoking, suspending or modifying, any such Governmental Licenses,
except where such violation, default, revocation, suspension or modification would not,
individualy or in the agregate, result in a Material Adverse Change, and there are no
facts or circumstances existing or that have in the past existed which may lead to the
revocation, rescision, avoidance, repudiation, withdrawal, non-renewal or change, in
whole or in part, of any of the existing Governmental Licenses, or any requirements
for aditional Governmental Licenses which could prevent, restrict or hinder the
operations of any member of the Group in material respects or cause the Company or
any of its subsidiaries to incur aditional material expenditures; and (D) no Authorities,
in its inspection, examination or audit of any member of the Group have reported
findings or imposed penalties; and, with respect to any such inspection, examination
or audit and to the extent aplicable, al findings have ben properly rectified, al
penalties have ben paid and al recomendations have ben adopted, except for the
failure to do so which would not, individualy or in the agregate, result in a Material
Adverse Change.
35. (A) The statements set forth in the section of each of the Hong Kong Prospectus and
the Preliminary Ofering Circular headed “Future Plans and Use of Proceds” are true
and acurate and not misleading; (B) al Aprovals and Filings under any Laws
aplicable to, or from or with any Authority having jurisdiction over, the Company or
any of its subsidiaries or any of their respective properties or asets, or otherwise from
or with any other persons, required in conection with the use and aplication of the
proceds from the Global Ofering for the purposes as set forth in each of the Hong
Kong Prospectus and the Preliminary Ofering Circular, wil be obtained when required,
have ben obtained or made; and (C) the use and aplication of the proceds from the
Global Ofering, as set forth in and contemplated by each of the Hong Kong Prospectus
and the Preliminary Ofering Circular, wil not contravene, conflict with, or result in a
breach or violation of, or constitute a default under (or constitute any event which, with
notice or lapse of time or fulfilment of any condition or compliance with any formality
or al of the foregoing, would result in a breach or violation of, constitute a default
under or give the holder of any indebtednes (or a person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of al or part of such
indebtednes under) (i) the articles of asociation or other constituent or constitutive
documents or the busines license of the Company or any of its subsidiaries, (i) any
indenture, mortgage, ded of trust, loan or credit agrement or other evidence of
indebtednes, or any license, lease, contract or other agrement (including any
agrement with its distributors, customers and supliers) or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or any of their respective properties or asets may be bound or
afected or (i) any Laws aplicable to the Company or any of its subsidiaries or any
of their respective properties or asets.
Litigation and Other Procedings
36. Except as disclosed in the Hong Kong Prospectus and the Preliminary Ofering
Circular, there are (A) no actions, suits, procedings, investigations or inquiries under
any aplicable Laws or by or before any relevant Authority or otherwise pending or, to
the best knowledge of the Company, threatened or contemplated to which the Company
or any of its subsidiaries or any of their respective directors, oficers, or employes is
or may be a party or to which any of their respective properties or asets is or may be
subject, at law or in equity, whether or not arising from transactions in the ordinary
course of busines and there are no circumstances likely to give rise to any such, actions,
suits, procedings, investigations or inquiries, (B) no Laws that have ben enacted,
adopted or isued or, to the best knowledge of the Company, that have ben proposed
by any Authority, and (C) no judgment, decre or order of any relevant Authority,
which, in any such case described in clause (B) above, would, reasonably be expected
to, result in, individualy or in the agregate, a Material Adverse Change or materialy
and adversely afect the power or ability of the Company to perform its obligations
under this Agrement, the International Underwriting Agrement and the Operative
Documents, to ofer, sel and deliver the Ofer Shares or to consumate the
transactions contemplated by this Agrement, the International Underwriting
Agrement and the Operative Documents or otherwise materialy and adversely afect
the Global Ofering, or are required to be disclosed in the Hong Kong Prospectus and
the Preliminary Ofering Circular but are not so adequately disclosed.
37. None of the Company, its subsidiaries, nor any person acting on behalf of any of them,
has taken any action, nor have any steps ben taken by any person nor have any actions,
suits or procedings under any Laws ben started or threatened, to (A) wind up,
liquidate, disolve, make dormant or eliminate any member of the Group; or (B)
withdraw, revoke or cancel any Aprovals and Filings (including PRC Aproval) under
any Laws aplicable to, or from or with any Authority having jurisdiction over the
Company or any of its subsidiaries or any of its properties or asets, or otherwise from
or with any other persons, required in order to conduct the busines of the Company or
any of its subsidiaries, except, in each case of (A) and (B), for maters which would
not, individualy or in the agregate, result in a Material Adverse Change.
Acounts and Other Financial Information
38. The Reporting Acountants, who have audited or reviewed the audited and unaudited
consolidated financial statements and unaudited financial information of the Group and
members of the Group included in the Hong Kong Prospectus and the Preliminary
Ofering Circular, are independent public acountants as defined by the Hong Kong
Institute of Certified Public Acountants and its rulings and interpretations.
39. (A) The audited consolidated financial statements (and the notes thereto) included in
the Apendix I of the Hong Kong Prospectus and the Preliminary Ofering Circular
give a true and fair view of the consolidated financial position of the Group as at the
dates indicated and the consolidated results of operations, cash flows and changes in
shareholders’ equity of the Company and members of the Group for the periods
specified, and have ben prepared in conformity with the International Financial
Reporting Standards (“IFRS”) isued by the International Acounting Standards Board
and the acounting policies of the Company aplied on a consistent basis throughout
the periods involved; (B) al sumary and selected financial data included in the Hong
Kong Prospectus or the Preliminary Ofering Circular are derived from the acounting
records of the Company and members of the Group, present fairly the information
shown therein and have ben compiled on a basis consistent with that of the audited
consolidated financial statements of the Company and members of the Group included
therein; (C) the unaudited pro forma adjusted consolidated net tangible asets per Share
(and the notes thereto) (and al other pro forma financial statements, information or
data, if any) included in Hong Kong Prospectus or the Preliminary Ofering Circular
present fairly the information shown therein, have ben prepared in acordance with
the aplicable requirements of the Listing Rules and on the basis set out in the Hong
Kong Prospectus and the Preliminary Ofering Circular and are presented on a basis
consistent with the acounting principles adopted by the Company, the asumptions
used in the preparation of such unaudited pro forma adjusted consolidated net tangible
asets per Share (and the notes thereto) (and al other pro forma financial statements,
information and data, if any) are reasonable and are disclosed therein and there are no
other asumptions or sensitivities which should reasonably be taken into acount in the
preparation of such information that are not so taken into acount, the pro forma
adjustments used therein are apropriate to give efect to the transactions or
circumstances described therein, and the pro forma adjustments have ben properly
aplied to the historical amounts in the compilation of the unaudited pro forma adjusted
consolidated net tangible asets per Share (and the notes thereto) (and al other pro
forma financial statements, information and data, if any); (D) there are no financial
statements (historical or pro forma) that are required by the Listing Rules or to be
included in the Hong Kong Prospectus or the Preliminary Ofering Circular that are not
included as required; and (E) the Group does not have any material liabilities or
obligations, direct or contingent (including, any of-balance shet obligations), not
described in the Hong Kong Public Prospectus and the Preliminary Ofering Circular.
40. The unaudited consolidated management financial information of the Company as at
July 31, 2025 and for the period from April 1, 2025 to July 31, 2025 and other
acounting records of the Company and members of the Group (A) have ben properly
writen up and give a true and fair view of and reflect in conformity with the acounting
policies of the Company and members of the Group and IFRS, al the transactions
entered into by the Company or any member of the Group or to which the Company or
any of its subsidiaries was a party during the period from April 1, 2025 to July 31, 2025,
(B) contain no material inacuracies or discrepancies of any kind, and (C) give a true
and fair view of the financial position of the Company as at July 31, 2025 and the
results of operations of the Company and members of the Group for the period from
April 1, 2025 to July 31, 2025.
41. The statements set forth in the Hong Kong Prospectus and the Preliminary Ofering
Circular under the section headed “Financial Information – Material Acounting
Policies and Critical Acounting Estimates” are true and acurate descriptions in al
material respects of (A) al critical acounting policies which the Company believes
are the most important in the portrayal of the Group’s financial condition and results
of operations and which require management’s most dificult, subjective or complex
judgments (“Critical Acounting Policies”); and (B) the judgments and uncertainties
afecting the aplication of Critical Acounting Policies; the Board, senior
management and the audit comite of the Company have reviewed and agred with
the selection, aplication and disclosure of the Critical Acounting Policies and have
consulted with the Reporting Acountants with regard to such disclosure.
42. Each of the Hong Kong Prospectus and the Preliminary Ofering Circular fairly
describes (A) al trends, demands, comitments, events, uncertainties and risks, and
the potential efects thereof, that the Company believes would materialy afect
liquidity or capital resources of the Group and could reasonably be expected to ocur,
(B) al of-balance shet transactions, arangement, obligations and liabilities, direct or
contingent, if any, and (C) the Group does not have any material relationships with
unconsolidated entities that are contractualy limited to narow activities that facilitate
the transfer of or aces to asets by the Group, such as structured finance entities and
special purpose entities, which would have a material efect on the liquidity or capital
resources of the Group or the availability thereof or the requirements of the Group for
capital resources.
43. The statements relating to the Group’s liquidity and capital resources contained in each
of the Hong Kong Prospectus and the Preliminary Ofering Circular in the section
headed “Financial Information” are complete, true and acurate and not misleading,
and there are no material capital comitments of the Company subsequent to March
31, 2025 which have not ben disclosed in the Hong Kong Prospectus or the
Preliminary Ofering Circular.
- , leters or certificates of the Reporting
Acountants are and wil remain true and acurate in al material respects (and where
such information is subsequently amended, updated or replaced, such amended,
updated or replaced information is true and acurate in al material respects) and no
fact or mater has ben omited therefrom which would make the contents of any of
such reports, leters or certificates misleading, and the opinions atributed to the
directors of the Company in such reports or leters or certificates are held in god faith
based upon facts; (B) no material information was witheld from the Reporting
Acountants, for the purposes of their preparation of their reports contained in the Hong
Kong Prospectus or the Preliminary Ofering Circular and the comfort leters to be
isued by the Reporting Acountants in conection with the Global Ofering and al
information given to the Reporting Acountants for such purposes was given in god
faith; (C) no material information was witheld from the Reporting Acountants, the
Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators, the Joint Bokruners, the Joint Lead Managers, the Capital Market
Intermediaries or the Hong Kong Underwriters for the purposes of their review of the
unaudited pro forma adjusted consolidated net tangible asets and al other pro forma
financial statements, information or data, if any, of the Company included in the Hong
Kong Prospectus or the Preliminary Ofering Circular or their review of the Company’s
profit forecast, cash flow and working capital projections, estimated capital
expenditures and financial reporting procedures.
45. The forecast information included in the board memorandum on profit forecast for the
period from January 1, 2025 to December 31, 2025 and working capital forecast for
the period from April 1, 2025 to September 30, 2026 adopted by the Board of Directors
in conection with their leters on the Group’s profit forecast and suficiency of
working capital (colectively, the “Prospective Financial Information”), (A) was
made by the Company after due and proper consideration and represents reasonable
and fair expectations honestly held based on facts known at the time to the Company
the and the bases and asumptions stated therein, and in the Hong Kong Prospectus and
the Preliminary Ofering Circular (if any), and (B) has ben properly compiled based
on the asumptions described therein; the asumptions used in the preparation of the
Prospective Financial Information (i) are al those that the Company believes are
significant in making the profit forecast of the Group for the period from January 1,
2025 to December 31, 2025, and the working capital of the Group for the period from
April 1, 2025 to September 30, 2026, and (i) reflect, for each relevant period, a fair
and reasonable forecast by the Company of the events, contingencies and
circumstances described therein; and the Prospective Financial Information presents
reasonable estimates by the Company of the profit forecast of the Group for the period
from January 1, 2025 to December 31, 2025 and the working capital of the Group for
the period from April 1, 2025 to September 30, 2026.
Indebtednes and Obligations
46. Except as disclosed in the Hong Kong Prospectus and the Preliminary Ofering
Circular, (A) neither the Company nor any of its subsidiaries has any material
outstanding liabilities, term loans, other borowings or indebtednes in the nature of
borowings, including, without limitation, bank overdrafts and loans, debt securities or
similar indebtednes, subordinated bonds and hire purchase comitments, or any
material mortgage or charge or any material guarante or other contingent liabilities,
(B) no material outstanding indebtednes of the Company or any of its subsidiaries has
(or, with notice or lapse of time or fulfilment of any condition or compliance with any
formality or al of the foregoing, wil) become repayable before its stated maturity, nor
has (or, with notice or lapse of time or fulfilment of any condition or compliance with
any formality or al of the foregoing, wil) any security in respect of such indebtednes
become enforceable by reason of default by the Company or any of its subsidiaries, (C)
no person to whom any material indebtednes of the Company or any of its subsidiaries
that is repayable on demand is owed has demanded or, to the best knowledge of the
Company, threatened to demand repayment of, or to take steps to enforce any security
for, the same, (D) to the best knowledge of the Company, no circumstance has arisen
such that any person is now entitled to require payment of any material indebtednes
of the Company or any of its subsidiaries or under any guarante of any material
liability of the Company or any of its subsidiaries by reason of default of the Company
or any of its subsidiaries or any other person or under any such guarante given by the
Company or any of its subsidiaries, (E) there are no material outstanding guarantes or
contingent payment obligations of any member of the Group in respect of indebtednes
of any party that is not a member of the Group, and (F) neither the Company nor any
of its subsidiaries has stoped or suspended payments of its debts, has become unable
to pay its debts or otherwise become insolvent.
47. (A) The amounts borowed by each of the Company and its subsidiaries do not exced
any limitation on its borowing contained in its articles of asociation or other
constituent or constitutive documents or its busines license or in any debenture or
other ded or document binding upon it; (B) neither the Company nor any of its
subsidiaries has factored any of its material debts or engaged in financing of a type
which would not be required to be shown or reflected in its consolidated acounts; (C)
with respect to each of the borowing facilities of the Company or any of its subsidiaries
that is material to the Company or the relevant subsidiary, (i) such borowing facility
has ben duly authorised, executed and delivered, is legal, valid, binding and
enforceable in acordance with its terms, subject, as to enforceability, to the
Bankruptcy Exceptions, and is in ful force and efect, (i) al undrawn amounts under
such borowing facility is or wil be capable of drawdown when relevant terms and
conditions included in the borowing facilities are met, and (i) no event has ocured,
and no circumstances exist, which could cause any undrawn amounts under such
borowing facility to be unavailable for drawing as required; and (D) no event has
ocured, and no circumstances exist, in relation to any material investment grants, loan
subsidies or financial asistance received by or granted to or comited to be granted
to the Company or any of its subsidiaries from or by any Authority in consequence of
which the Company or the relevant subsidiary is or could be held liable to forfeit or
repay in whole or in part any such grant or loan or financial asistance.
48. Since the date of the latest audited consolidated financial statements included in the
Hong Kong Prospectus and the Preliminary Ofering Circular, each of the Company
and its subsidiaries (A) has caried on and wil cary on busines in the ordinary course
so as to maintain it as a going concern, and (B) has continued to pay its creditors in the
ordinary course of busines.
49. Neither the Company nor any of its subsidiaries has entered into any hedging
transactions in relation to interest rate, foreign exchange or liquidity risk.
Subsequent Events
50. Subsequent to the date of the latest audited consolidated financial statements included
in each of the Hong Kong Prospectus and the Preliminary Ofering Circular, neither
the Company nor any of its subsidiaries has (A) entered into or asumed or otherwise
agred to be bound by any contract or agrement that is material to the Group, taken as
a whole; (B) incured, asumed or acquired or otherwise agred to become subject to
any liability (including, without limitation, contingent liability) or other obligation that
is material to the Group, taken as a whole; (C) acquired or disposed of or agred to
acquire or dispose of any busines or aset that is material to the Group, taken as a
whole; (D) canceled, waived, released or discounted in whole or in part any material
debt or claim, (E) purchased or reduced or otherwise changed, or agred to purchase
or reduce or otherwise change, its capital stock or other equity interest of any clas, (F)
declared, made or paid any dividend or distribution of any kind on its capital stock or
other equity interest of any clas, or (G) entered into an agrement, a leter of intent or
memorandum of understanding (or anounced an intention to do so) relating to any
maters identified in clauses (A) through (F) above.
51. Subsequent to the date of the latest audited consolidated financial statements included
in the Hong Kong Prospectus and the Preliminary Ofering Circular, neither the
Company nor any of its subsidiaries has sustained any material los or interference with
its busines from fire, explosion, flod, earthquake, health epidemics or infectious
diseases, or other calamity, whether or not covered by insurance or any action, order
or decre of any Authority, except for any los or interference that would not and could
not reasonably be expected to, individualy or in the agregate, have a Material Adverse
Efect.
52. Since the date of the latest audited financial statements included in the Hong Kong
Prospectus and the Preliminary Ofering Circular, there has ben no Material Adverse
Change.
53. There has ben no material change in the total curent asets or total curent liabilities
of the Group as at (A) the date of this Agrement, (B) the Hong Kong Prospectus Date,
(C) the Price Determination Date or (D) the Listing Date, as aplicable, in each case as
compared to amounts shown in the latest audited consolidated balance shet of the
Group included in each of the Hong Kong Prospectus and the Preliminary Ofering
Circular; and there has ben no material decreases in revenue or gros profit, or material
increases in los before tax or profit for the year, seling and distribution expenses,
administrative expenses, research and development expenses or finance costs of the
Group during the period from the date of the latest audited consolidated income
statement of the Group included in each of the Hong Kong Prospectus and the
Preliminary Ofering Circular to (i) the date of this Agrement, (i) the Hong Kong
Prospectus Date, (i) the Price Determination Date or (iv) the Listing Date, as
aplicable, in each case as compared to the coresponding period in the preceding
financial year.
Real Property and Other Asets
54. Save as otherwise disclosed in the Hong Kong Prospectus and the Preliminary Ofering
Circular, (A) each of the Company and its subsidiaries has valid, god and marketable
title, has ben granted valid long-term land use rights and building ownership rights
(as aplicable), completed al relevant land use right transfer procedures to al real
properties and buildings that it purports to own and valid and god title to al personal
properties and asets that it purports to own as described in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular, in each case fre and clear of al
Encumbrances, except such as would not, and would not reasonably be expected to,
individualy or in the agregate, (i) materialy adversely afect the value of such
property or aset; (i) materialy interfere with the use made and proposed to be made
of such property or aset by the Company or the relevant member of the Group, as
aplicable, or adversely limit, restrict or otherwise afect the ability of the relevant
member of the Group to utilize, improve, develop or redevelop such property or aset
or (i) result in, individualy or in the agregate, a Material Adverse Change; (B) each
real property or building, as aplicable, owned or held under lease by the Company or
any of its subsidiaries as described in the Hong Kong Prospectus and the Preliminary
Ofering Circular is in ful force and efect that has ben duly authorised, executed and
delivered and is legal, valid, binding and enforceable in acordance with its terms, with
such exceptions as would not, and could not reasonably be expected to, individualy or
in the agregate, materialy interfere with the use made and proposed to be made of
such property or aset by the Company or its subsidiaries, as aplicable; no material
default (or event which, with notice or lapse of time or fulfilment of any condition or
compliance with any formality or al of the foregoing, would constitute such a default)
by the Company or any of its subsidiaries has ocured and is continuing or is
reasonably likely to ocur under any of such leases neither the Company nor any of its
subsidiaries is aware of any action, suits, claims, demands, investigations, judgment,
awards and procedings of any nature that has ben aserted by any person which (a)
may be materialy adverse to the rights or interests of the Company or its subsidiaries
under such lease, tenancy or license or (b) which may materialy afect the rights of the
Company or its subsidiaries to the continued posesion or use of such leased or
licensed property or other aset; the right of the Company or its subsidiaries to poses
or use such leased or licensed property or other aset is not subject to any unusual or
onerous terms or conditions; (C) there are no Encumbrances, conditions, planing
consents, orders, regulations or other restrictions which may interfere or afect the use
made or proposed to be made of such owned, leased or licensed property or other aset
by the Company or any of its subsidiaries, which is material to the Group as a whole;
(D) neither the Company nor any of its subsidiaries owns, operates, manages, leases or
has any other right or interest in any other real property, land or buildings of any kind
which carying amount is or is above 15% of the consolidated total asets of the Group
as set out in the consolidated balance shet of the Group in the Acountants’ Report set
out in Apendix I to the Hong Kong Prospectus, except as disclosed in the Hong Kong
Prospectus and the Preliminary Ofering Circular; (E) the use of al properties owned
or leased by the Company or its subsidiaries is in acordance with its permited use
under al aplicable Laws in al material respects; (F) neither the Company nor any of
its subsidiaries owns, operates, manages or has any other right or interest in any other
real property or building or personal property or aset, as aplicable, of any kind that
is material to the Group as whole, except as reflected in the audited consolidated
financial statements of the Company and members of the Group (or as otherwise
disclosed) in each of the Hong Kong Prospectus and the Preliminary Ofering Circular,
and no other real properties or buildings and personal properties or asets are necesary
in order for the Company and its subsidiaries to cary on their respective busines in
the maner described in each of the Hong Kong Prospectus and the Preliminary
Ofering Circular, except as disclosed therein; and (G) each of the Company and its
subsidiaries does not have any material existing or contingent liabilities in respect of
any real properties previously ocupied by it or in which it has owned or held any
interests.
55. The description of the asets and properties of each of the Company and its subsidiaries
contained in each of the Hong Kong Prospectus and the Preliminary Ofering Circular
is true and acurate in al material respects and not misleading.
Intelectual Property and Information Technology
- , have obtained (or can obtain on reasonable
terms), or have aplied for (or wil aply for) licenses for, or other rights to use, al
patents, patent aplications, inventions, copyrights, trade or service marks (both
registered and unregistered), trade or service names, domain names, know-how
(including, without limitation, trade secrets and other unpatented and/or un-patentable
proprietary or confidential information, systems or proceses), and other proprietary
information, rights or proceses described in the section headed “Apendix VI —
Statutory and General Information — B. Further Information about our Busines — 2.
Intelectual Property Rights” of the Hong Kong Prospectus and the Preliminary
Ofering Circular (colectively, the “Intelectual Property”) as being owned or
licensed or used by them and, to the extent aplicable, such rights and licenses held by
the Company and its subsidiaries in any Intelectual Property comprise al the rights
and licenses that are necesary for the conduct of, or material to, the busineses as
curently conducted by the Company and its subsidiaries; (B) each agrement pursuant
to which the Company or any of its subsidiaries has obtained licenses for, or other
rights to use, Intelectual Property is legal, valid, binding and enforceable in acordance
with its terms, subject, as to enforceability, to the Bankruptcy Exceptions, the Company
and its subsidiaries have complied with the terms of each such agrement which is in
ful force and efect, and no material default (or event which, with notice or lapse of
time or fulfilment of any condition or compliance with any formality or al of the
foregoing, would constitute such a default) by the Company or its subsidiaries has
ocured and is continuing under any such agrement, and no notice has ben given by
or to any party to terminate any such agrement; (C) there is no pending or, threatened
action by others chalenging any member of the Group’s rights in, or to, or the validity,
or enforcement or scope of any Intelectual Property, and there are no facts which could
form a reasonable basis for any such action or claim; and (D) there is no pending or
threatened action, suit, proceding or claim by others that the Company or any of its
subsidiaries infringes or otherwise violates any trade or service mark, trade or service
name, service name or other proprietary rights of others, and there are no facts which
could form a reasonable basis for any such action, suit, proceding or claim; (E) there
are no third parties who have or wil be able to establish rights to any Intelectual
Property; (F) there is no infringement by third parties of any Intelectual Property; (G)
there is no pending or threatened action, suit, proceding or claim by others chalenging
the validity, enforceability or scope of any Intelectual Property, and there are no facts
which could form a reasonable basis for any such action, suit, proceding or claim; (H)
neither the Company nor any of its subsidiaries has infringed or is infringing the
intelectual property of a third party, and neither the Company nor any of its
subsidiaries has received notice of a claim by a third party to the contrary; (I) to the
Company’s best knowledge, there is no prior act of the Company that may render any
patent aplication within the Intelectual Property un-patentable that has not ben
disclosed to any Authority in the PRC, Japan, the United States or Hong Kong (or any
of the relevant jurisdictions in which the Group operates) having jurisdiction over
intelectual property maters; and (J) to the Company’s best knowledge, there is no
oposition by any person to any pending aplications chalenging the validity,
enforceability or scope of any Intelectual Property, except which would not,
individualy or in the agregate, result in a Material Adverse Change.
57. The statements as set forth in the section of each of the Hong Kong Prospectus and the
Preliminary Ofering Circular headed “Apendix VI – Statutory and General
Information – B. Further Information About Our Busines” are true and acurate in al
material respects and not misleading.
58. Al material licenses and agrements to which any of the Company and its subsidiaries
is a party (including al amendments, novation, suplements or replacements to those
licenses and agrements) are in ful force and efect, no notice has ben given on any
party to terminate them; to the Company’s best knowledge, the obligations of the parties
thereto thereunder have ben fuly complied with in al material respects; and no
disputes have arisen or are foreseable in respect thereof; and where such licenses are
of such a nature that they could be registered with the apropriate authorities and where
such registration would have the efect of strengthening the Group’s rights, they have
ben so registered.
- , comunications systems, software and hardware
which are curently owned, licensed or used by the Company or any of its subsidiaries
(colectively, the “Information Technology”) comprise al of the information
technology systems and related rights necesary to conduct, or material to, the
respective busineses of the Company or any of its subsidiaries as curently conducted
or as proposed to be conducted, (B) the Company and its subsidiaries either legaly and
beneficialy own, or have obtained licenses for, or other rights to use, al of the
Information Technology; (C) each agrement pursuant to which the Company or any
of its subsidiaries has obtained licenses for, or other rights to use, the Information
Technology is legal, valid, binding and enforceable in acordance with its terms, the
Company or any of its subsidiaries, as the case may be, has complied with the terms of
each such agrement which is in ful force and efect, and no material default (or event
which, with notice or lapse of time or fulfilment of any condition or compliance with
any formality or al of the foregoing, would constitute such a default) by the Company
or any of its subsidiaries has ocured and is continuing or is likely to ocur under any
such agrement, and no notice has ben given by or to any party to terminate any such
agrement; (D) al the records and systems (including but not limited to the Information
Technology) and al data and information of the Group are maintained and operated by
the Group and are not wholy or partialy dependent on any facilities not under the
exclusive ownership or control of the Group; (E) in the event that the persons providing
maintenance or suport services for the Company or any of its subsidiaries with respect
to the Information Technology cease or are unable to do so, the Company or the
relevant member of the Group has al the necesary rights and information to continue,
in a reasonable maner, to maintain and suport or have a third party maintain or
suport the Information Technology; (F) there are no material defects relating to the
Information Technology which have caused or would reasonably be expected to cause
any substantial disruption or interuption in or to the busines of the Company and its
subsidiaries; (G) each of the Company and its subsidiaries has in place procedures
reasonably designed to prevent unauthorised aces and the introduction of viruses and
to enable the taking and storing on-site and of-site of back-up copies of the software
and data; (H) each of the Company and its subsidiaries has in place adequate back-up
policies and disaster recovery arangements reasonably designed to enable its
Information Technology and the data and information stored thereon to be replaced
and substituted without material disruption to the busines of the Company or any of
its subsidiaries; and (I) the Company and its subsidiaries have implemented and
maintained comercialy reasonable controls, policies, procedures and safeguards to
maintain and protect their material confidential information and the integrity,
continuous operation, redundancy and security of al Information Technology systems
and data (including al personal, personaly identifiable, sensitive, confidential or
regulated data or any such data that may constitute trade secrets and working secrets
of any governmental authority or any other data that would otherwise be detrimental
to national security or public interest pursuant to the aplicable Laws used in
conection with their respective busineses and/or the Global Ofering, and there have
ben no breaches, violations, outages, leakages or unauthorised uses of or aceses to
same.
Compliance with Employment and Labour Laws
60. Save as disclosed in the Hong Kong Prospectus and the Preliminary Ofering Circular,
there are no violations of aplicable labour and employment Laws by the Company or
any of its subsidiaries and colective bargaining agrements and extension orders
aplicable to their employes in the jurisdiction in which the Company and its
subsidiaries operate.
61. (A) Except as disclosed in the Hong Kong Prospectus and the Preliminary Ofering
Circular, neither the Company nor any of its subsidiaries has any material obligation
to provide housing, provident fund, social insurance, severance, pension, retirement,
death or disability benefits or other actual or contingent employe benefits to any of its
present or past employes or to any other person; (B) where the Company participates
in, or has participated in, or is liable to contribute to any such schemes, neither the
Company nor any of its subsidiaries has any material outstanding payment obligations
or unsatisfied liabilities under the rules of such schemes or the aplicable Laws; (C)
where there are such material outstanding payment obligations or unsatisfied liabilities,
the Company or the relevant members of the Group has set aside suficient funds to
satisfy the same; (D) there are no amounts owing or promised to any present or former
directors, employes or consultants of the Company or any of its subsidiaries other than
remuneration acrued, due or for reimbursement of busines expenses; (E) no directors
or senior management or key employes of the Company or any of its subsidiaries have
given or ben given notice terminating their contracts of employment; (F) there are
curently no proposals to terminate the employment or consultancy of any directors,
key employes of the Company or any of its subsidiaries or to vary or amend their
terms of employment or consultancy (whether to their detriment or benefit); (G) neither
the Company nor any of its subsidiaries has any material undischarged liability to pay
to any Authority in any jurisdiction any Taxation, contribution or other impost arising
in conection with the employment or engagement of directors, key employes or
consultants by them; (H) no material liability has ben incured by the Company or any
of its subsidiaries for breach of any director’s, employe’s or consultant’s contract of
service, or consultancy agrement, redundancy payments, compensation for wrongful,
constructive, unreasonable or unfair dismisal, failure to comply with any order for the
reinstatement or re-engagement of any director, employe or consultant, or the actual
or proposed termination or suspension of employment or consultancy, or variation of
any terms of employment or consultancy of any present or former employe, director
or consultant of the Company or any of its subsidiaries; (I) al contracts of service or
contracts for services, and consultancy agrements in relation to the employment of the
employes, directors and consultants of the Company or any of its subsidiaries are on
usual and normal terms with respect to the Company’s industry and al subsisting
contracts of service to which the Company or any of its subsidiaries is a party are legal,
valid, binding and enforceable in acordance with their respective terms and are
determinable at any time on reasonable notice without compensation (except for
statutory compensation) and there are no claims pending or threatened or capable of
arising against the Company or the relevant members of the Group, by any employe,
director or third party, in respect of any acident or injury not fuly covered by
insurance; (J) each of the Company and its subsidiaries has, in relation to its directors,
employes or consultants (and so far as relevant to each of its former directors,
employes or consultants), complied with al terms and conditions of such directors’
or employes’ or consultants’ contracts of services or employment or consultancy.
62. None of the Directors has a service contract with the Company or any of its subsidiaries
which is required to be disclosed in each of the Hong Kong Prospectus and the
Preliminary Ofering Circular.
63. There is (i) no dispute with the directors or employes of the Company or any of its
subsidiaries and no strike, labour dispute, slowdown or stopage or other material
conflict with the directors or employes of the Company or any of its subsidiaries
pending or, to the Company’s best knowledge, threatened against the Company or any
of its subsidiaries, (i) no existing material union representation dispute concerning the
employes of the Company or any of its subsidiaries, and (i) no existing, iminent or
threatened labour disturbance by the employes of any of the principal supliers or
distributors of the Company or any of its subsidiaries.
Cybersecurity and data protection
64. (A) Each of the Company and its subsidiaries has in al material respects complied with
al aplicable Laws concerning cybersecurity, data protection, confidentiality and
archive administration (colectively, the “Data Protection Laws”); (B) neither the
Company nor any of its subsidiaries has received any notice (including, without
limitation, any enforcement notice, de-registration notice or transfer prohibition notice),
leter, complaint or alegation from the relevant cybersecurity, data protection,
confidentiality or archive administration Authority aleging any breach or non-
compliance by it of the aplicable data protection Laws or prohibiting the transfer of
data to a place outside the relevant jurisdiction; (C) neither the Company nor any of its
subsidiaries has received any claim for compensation from any person in respect of its
busines under the aplicable data protection Laws and industry standards in respect
of inacuracy, los, unauthorised destruction or unauthorised disclosure of data in the
previous thre years and there is no outstanding order against the Company or any of
its subsidiaries in respect of the rectification or erasure of data; (D) neither the
Company nor any of its subsidiaries has ben designated as a critical information
infrastructure operator in the PRC under the Cybersecurity Law of the PRC (《中华
人民共和国网络安全法》); (E) neither the Company nor any of its subsidiaries is
subject to any investigation, inquiry or sanction relating to data privacy, confidentiality
or archive administration, or any cybersecurity review by the Cyberspace
Administration of the PRC (the “CAC”), the competent telecomunications
department of the State Council, public security departments, the CSRC and other
relevant government authorities (colectively, the “CAC and Authorized
authorities”); (F) neither the Company nor any of its subsidiaries has received any
comunication, enquiry, notice, warning or sanctions with respect to the Cybersecurity
Law of the PRC or from the CAC or pursuant to the Data Protection Laws (including,
without limitation, the CSRC Archive Rules); (G) the Company is not aware of any
pending or, to its best knowledge, threatened investigation, inquiry or sanction relating
to cybersecurity, data protection, confidentiality or archive administration, or any
cybersecurity review by the CAC , the CSRC, or any other Authorized authorities on
the Company or any of its subsidiaries; (H) the Company is not aware of any pending
or, to its best knowledge, threatened actions, suits, claims, demands, investigations,
judgments, awards and procedings on the Company or any of its subsidiaries or any
of their respective directors, oficers and employes pursuant to the Data Protection
Laws (including, without limitation, the CSRC Archive Rules); (I) no warant has ben
isued authorising any cybersecurity, data protection, confidentiality or archive
administration Authority (or any of its oficers, employes or agents) to enter any of
the premises of the Company nor any of its subsidiaries for the purposes of, inter alia,
searching them or seizing any documents or other material found there; and (J) neither
the Company nor any of its subsidiaries has received any objection to this Global
Ofering or the transactions contemplated under this Agrement from the CSRC, the
CAC or any other relevant governmental authority.
65. The Group has implemented and maintained comercialy reasonable controls,
policies, procedures, and safeguards to maintain and protect their confidential
information and the integrity, continuous operation, redundancy and security of al IT
systems and data (including al personal, sensitive, confidential or regulated data used
in conection with their busineses, and there have ben no breaches, violations,
outages, leakages or unauthorised uses of or aceses to the same, except for those that
have ben remedied without material cost or liability or the duty to notify any other
person, nor any incidents under internal review or investigations relating to the same.
Compliance with Environmental Laws
- , asets and
operations are in compliance with aplicable Environmental Laws (as defined below)
in al material respects, and each of the Company and its subsidiaries holds and is in
compliance with al Aprovals and Filings and Governmental Licenses required under
Environmental Laws; (B) there are no past, present or reasonably anticipated future
events, conditions, circumstances, activities, practices, actions, omisions or plans that
could give rise to any material costs or liabilities to the Company or any of its
subsidiaries under, or to interfere with or prevent compliance by the Company or any
of its subsidiaries with, Environmental Laws; and (C) neither the Company nor any of
its subsidiaries (i) is the subject of any investigation, (i) has received any notice or
claim, (i) is a party to or afected by any pending or threatened action, suit, proceding
or claim, (iv) is bound by any judgment, decre or order or (v) has entered into any
agrement, in each case relating to any aleged violation of any aplicable
Environmental Law or any actual or aleged release or threatened release or clean-up
at any location of any Hazardous Materials, except, in each case through (C)(i) to (v),
where the failure to be so qualified would not, individualy or in the agregate, result
in a Material Adverse Efect. As used herein, “Environmental Law” means any Laws
relating to health, safety, the environment (including without limitation, the protection,
clean-up or restoration thereof), natural resources or Hazardous Materials (including,
without limitation, the distribution, procesing, generation, treatment, storage, disposal,
transportation, other handling or release or threatened release of Hazardous Materials),
and “Hazardous Materials” means any material (including, without limitation,
polutants, contaminants, hazardous or toxic substances or wastes) that is regulated by
or may give rise to liability under any Environmental Law.
Insurance
67. The Group caries, or is entitled to the benefits of, insurance with insurers, in such
amounts and covering such risks as is generaly maintained by companies of
established repute engaged in the same or similar busines, and al such insurance is in
ful force and efect; al premiums due in respect of such insurance policies have ben
duly paid in ful and al conditions for the validity and efectivenes of such policies
have ben fuly observed and performed by the Group; the Company and its
subsidiaries are in compliance with the terms of al such insurance and there are no
material claims by the Company or any of its subsidiaries under any such insurance as
to which any insurance company is denying liability or defending under a reservation
of rights clause; neither the Company nor any of its subsidiaries has any reason to
believe that it wil not be able to (A) renew its existing insurance coverage as and when
such policies expire or (B) obtain comparable coverage from reputable insurers of
similar financial standing as may be necesary or apropriate for its busines and
operations as now conducted on comercialy reasonable terms; neither the Company
nor any of its subsidiaries has ben denied any material insurance coverage which it
has sought or for which it has aplied.
68. Nothing material has ben done or has ben omited to be done whereby any of the
insurance policies taken out by or for the benefit of the Company or any of its
subsidiaries has or may become void or voidable and the Company or any of its
subsidiaries is entitled to the ful benefits of such insurances. No material claim under
any insurance policies taken out by the Company or any of its subsidiaries is
outstanding.
Internal Controls
69. The Group has established and maintains and evaluates a system of internal controls
over acounting and financial reporting suficient to provide reasonable asurance that
(A) transactions are executed in acordance with management’s general or specific
authorisation, (B) transactions are recorded as necesary to permit preparation of
complete and acurate returns and reports to governmental authorities as and when
required by them and financial statements in compliance with IFRS and maintain
acountability for asets, (C) aces to asets is permited only in acordance with
management’s general or specific authorisation, (D) the recorded acountability for
asets is compared with existing asets at reasonable intervals and apropriate action
is taken with respect to any diferences, (E) the Group has made and kept boks,
records and acounts which, in reasonable detail, acurately and fairly reflect the
transactions of such entity and provide a suficient basis for the preparation of financial
statements in acordance with IFRS, and (F) the Directors are able to make a proper
asesment of the financial position and prospects of the Group, and such internal
acounting and financial reporting controls are efective to perform the functions for
which they were established and documented properly and the implementation of such
internal acounting and financial reporting controls are monitored by the responsible
persons; the curent management information and acounting control systems of the
Company and its subsidiaries have ben in operation for at least thre years during
which neither the Company nor any of its subsidiaries has experienced any material
dificulties with regard to clauses (A) through (F) above; to the Company’s best
knowledge, there are no material weakneses or significant deficiencies in the internal
controls of the Group over acounting and financial reporting and no changes in the
internal controls of the Group over acounting and financial reporting or other factors
that have materialy and adversely afected, or could reasonably be expected to
materialy and adversely afect, the internal controls of the Group over acounting and
financial reporting.
70. The Group has established and maintains and evaluates disclosure and corporate
governance controls and procedures designed to ensure that (A) al material
information relating to the Group, taken as a whole, is made known in a timely maner
to the Board and management of the Company by others within those entities, and (B)
the Company and the Board comply in a timely maner with the requirements of the
Listing Rules, the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs,
the Securities and Futures Ordinance, the Companies Ordinance, the Companies
(WUMP) Ordinance and any other aplicable Laws relating to disclosure of
information and reporting obligations, including, without limitation, the Listing Rules
and the Securities and Futures Ordinance on disclosure of inside information and
notifiable, conected and other transactions required to be disclosed, and on the
obligations of the Company and its Board of Directors to asist syndicate members in
bokbuilding activities (as defined under the Code of Conduct for Persons Licensed by
or Registered with the Securities and Futures Comision) in conection with the
Global Ofering, such disclosure and corporate governance controls and procedures are
efective to perform the functions for which they were established and documented
properly and the implementation of such disclosure and corporate governance controls
and procedures policies are monitored by the responsible persons (as used herein, the
term “disclosure and corporate governance controls and procedures” means
controls and other procedures that are designed to ensure that information required to
be disclosed by the Company, including, without limitation, information in reports that
it files or submits under any aplicable Law, inside information and information on
notifiable, conected and other transactions required to be disclosed, is recorded,
procesed, sumarised and reported, in a timely maner and in any event within the
time period required by aplicable Laws).
71. Any isues identified and as disclosed in any report prepared by the Internal Control
Consultant in conection with the Global Ofering have ben rectified or improved or
are being improved to a suficient standard or level for the operation and maintenance
of eficient systems of internal acounting and financial reporting controls and
disclosure and corporate governance controls and procedures that are efective to
perform the functions for which they were established and to alow compliance by the
Company and the Board with al aplicable Laws, and no such isues have materialy
and adversely afected, or could reasonably be expected to materialy and adversely
afect, such controls and procedures or such ability to comply with al aplicable Laws.
72. The statutory boks, boks of acount and other records of each of the Company and
its subsidiaries are in its posesion, up-to-date and contain complete and acurate
records as required by aplicable Laws to be dealt with in such boks and no notice or
alegation that any is incorect or should be rectified has ben received; al acounts,
documents and returns required by Law to be delivered or made to the Registrar of
Companies in Hong Kong, the SFC or any other relevant Authority in any relevant
jurisdiction have ben or wil be duly and corectly delivered or made.
Compliance with Bribery, Money Laundering, Sanctions Laws and Outbound Investment
Restrictions
73. The Company, its subsidiaries and their respective oficers, directors and, to the best
knowledge of the Company, their respective agents, afiliates, employes and any agent,
afiliate or other person asociated with or acting on behalf of the Company or any of
its subsidiaries have not (A) used any funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (B) taken any
action in furtherance of an ofer, payment, promise to pay, or authorisation or aproval
of any direct or indirect payment or giving of money, property, gifts or anything else
of value, to any “government oficial” (including any oficer or employe of a
government or government-owned or controled entity or of a public international
organisation, or any person acting in an oficial capacity for or on behalf of any of the
foregoing, or any political party or party oficial or candidate for political ofice) in
Hong Kong, the PRC, the United States or any other aplicable jurisdiction to influence
oficial action or secure an improper advantage; (C) made or authorised any
contribution, payment or gift of funds or property to any candidate for public ofice, or
any oficial, employe or agent of a government or government-owned or controled
entity or of a public international organisation, or any person acting in an oficial
capacity for or on behalf of any of the foregoing, or any political party or party oficial
or candidate for political ofice in Hong Kong, the PRC, the United States or any other
aplicable jurisdiction of incorporation and where the Group conducts busines in
either case, where either the payment or gift or the purpose of such contribution,
payment or gift was or is prohibited under any aplicable Laws of any relevant
governmental authority of any locality, including but not limited to, the United States
Foreign Corupt Practices Act of 1977, as amended, or the rules and regulations
promulgated thereunder (the “FCPA”); or (D) made, ofered, agred, requested, or
taken an act in furtherance of any bribe, rebate, payof, influence payment, kickback
or other unlawful or improper payment or benefit in any jurisdiction in conection with
the busines activities of the Company or any of its subsidiaries, as aplicable; none of
Company, any of its subsidiaries, any director, oficer or, to the best knowledge of the
Company, any employe of the Group, or any agent, afiliate or other person or acting
on behalf of the Group has violated or is in violation of any provision of al aplicable
anti-bribery or anti-coruption Laws including but without limitation to the Prevention
of Bribery Ordinance (Cap. 201 of the Laws of Hong Kong), any Law promulgated to
implement the OECD Convention on Combating Bribery of Foreign Public Oficials
in International Busines Transactions, signed December 17, 1997, the relevant
provisions of the Criminal Law of the PRC, the Anti-Unfair Competition Law of the
PRC, the Provisional Regulations on Anti- Comercial Bribery of the PRC, the FCPA,
the United Kingdom Bribery Act of 2010 or any other Law of similar purpose and
scope (colectively, the “Anti-Bribery Laws”) and have instituted and maintain and
wil continue to maintain policies and procedures designed to promote and achieve
compliance with al aplicable Anti-Bribery Laws and with the representation and
waranty contained herein.
74. The operations of each member of the Group is and has ben conducted at al times in
compliance with aplicable financial recordkeping, reporting and other requirements
of the anti-money laundering Laws, regulations or government guidance regarding
anti-money laundering, and aplicable international anti-money laundering principals
or procedures of Hong Kong, the PRC, the United States and the United Kingdom, and
any related or similar statutes, rules, regulations or guidelines, isued, administered or
enforced by any Authority in jurisdictions where the Group conducts busines,
including, without limitation, the Anti-Money Laundering and Counter-Terorist
Financing (Financial Institutions) Ordinance (Cap. 615 of the Laws of Hong Kong),
the Anti-Money Laundering Law of the PRC, the Bank Secrecy Act of 1970, as
amended by Title I of the Uniting and Strengthening America by Providing
Apropriate Tols Required to Intercept and Obstruct Terorism Act of 2001 (“USA
PATRIOT Act”) (to the extent aplicable to such person), the United States Curency
and Foreign Transactions Reporting Act of 1970, as amended, (colectively, the “Anti-
Money Laundering Laws”), and each member of the Group has instituted and
maintains policies and procedures designed to ensure continued compliance with the
Anti-Money Laundering Laws and no action, suit, proceding, investigation or inquiry
by or before any Authority or any arbitrator involving the Company or any member of
the Group with respect to the Anti-Money Laundering Laws is pending or, to the best
knowledge of the Company, threatened.
75. None of the isue and sale of the Ofer Shares, the execution, delivery and performance
of this Agrement, the consumation of any other transaction contemplated by this
Agrement, or the provision of services contemplated by this Agrement to the
Company wil result in violation (including, without limitation, by the Underwriters)
of any Anti-Money Laundering Laws or Sanctions (as defined below).
- , any of its subsidiaries, nor any of their respective director,
oficer, nor, to the best knowledge of the Company, any employe, agent, afiliate or
representative or other person asociated with or acting on their behalf (other than the
Joint Global Cordinators, the Underwriters, their respective afiliates or any person
acting on behalf of them, as to whom no representation is made) is an individual or
entity (“Person”) curently the subject of any sanctions administered or enforced by
the United States Government, including, without limitation, the U.S. Department of
Treasury’s Ofice of Foreign Asets Control (“OFAC”), the United Nations Security
Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other
relevant sanctions authority (colectively, “Sanctions”), nor is located, organized or
resident in a country or teritory that is, or whose government is, the subject of
Sanctions (which include Cuba, Iran, North Korea, Syria, Crimea and the Donetsk,
Luhansk, Zaporizhzhia, Kherson regions of Ukraine (colectively, the “Sanctioned
Countries and Regions” and each, a “Sanctioned Country or Region”); (B) none of
the Company, any of its subsidiaries, nor any of their respective director or oficer, nor,
to the best knowledge of the Company, any employe, agent or afiliate or other person
asociated with or acting on their behalf is controled by any individuals or entities that
are curently the subject of any sanctions administered or enforced by the Sanctions;
and (C) since April 24, 2019, none of the Company, any of its subsidiaries, nor any of
their respective director or oficer, nor, to the best knowledge of the Company, any
employe, agent or afiliate or other person acting on behalf of the Company or any of
its subsidiaries has engaged in, or is now engaged in, any dealings or transactions with
or for the benefit of a Sanctioned Person or with or in a Sanctioned Country or Region.
77. None of the Company, any of its subsidiaries or any director, oficer, or, to the
Company’s best knowledge, employe, agent, afiliate or representative or other person
asociated with or acting on their behalf wil, directly or indirectly, use the proceds of
the transaction, or lend, contribute or otherwise make available such proceds to any
subsidiary, joint venture partner or other Person, to fund any activities of or busines
with any Person, or in any country or teritory, that, at the time of such funding, is the
subject of Sanctions, to fund or facilitate any activities of busines in any Sanctioned
Country or Region, or in any other maner that wil result in a violation by any Person
(including any Person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) of Sanctions.
78. The Group shal institute apropriate compliance systems to ensure that neither the
Company nor any of its subsidiaries, nor any of their respective director, oficer,
employe, agent, afiliate or other person acting on their behalf, wil (i) use, directly or
indirectly, any part of the proceds from the Global Ofering, or (i) lend, contribute or
otherwise make available such proceds (a) to fund or facilitate any activities or
busines of or with any person that, at the time of such funding or facilitation, is a
Sanctioned Person, (b) to fund or facilitate any activities or busines of or in any
Sanctioned Country or Region, or (c) in any maner that would result in a violation by
any person of Sanctions, including, without limitation, the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators, the Joint Bokruners,
the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters and their
advisers, to be in violation of the Sanctions.
79. None of the Company or its Subsidiaries is a “covered foreign person,” as defined in
31 C.F.R. § 850.209. The isue and sale of the Ofer Shares wil not result in the
establishment of a “covered foreign person” or the engagement by a “person of a
country of concern,” as defined in 31 C.F.R. § 850.221, in a “covered activity,” as
defined in 31 C.F.R. § 850.208. Neither the Company nor any of its subsidiaries
curently engages, or has plans to engage, directly or indirectly, in a “covered activity.”
None of the Company or its subsidiaries directly or indirectly holds any board seat on,
voting or equity interest in, or contractual power to direct the management or policies
of, a person of a “country of concern” which engages in or has plans to engage in any
“covered activity.”
Purchases of the Ofer Shares in the Global Ofering by a “U.S. person” as defined in
31 C.F.R. § 850.229 does not constitute either a “prohibited transaction” as defined in
31 C.F.R. § 850.224 or a “notifiable transaction” as defined in in 31 C.F.R. § 850.217.
If any Underwriters or purchasers procured by the Underwriters acquires actual
knowledge at any time, including before or after closing, that the Global Ofering is or
was a “covered transaction” as defined in 31 C.F.R. § 850.210, the Company shal, and
shal cause its afiliates to, promptly provide to the purchasers al information and
documentary materials as may be reasonably necesary, proper, or advisable, at the sole
discretion of such Underwriter or purchaser for them to fuly comply with the Outbound
Investment Rule. “Outbound Investment Rule” means Executive Order 14105 on
Adresing United States Investments in Certain National Security Technologies and
Products in Countries of Concern, 88 Fed. Reg. 54867 (Aug. 9, 2023), including al
implementing regulations thereof.
Experts
80. Each of the experts (the “Experts”) stated in the section headed “Apendix VI –
Statutory and General Information – E. Other Information – 4. Qualifications and
Consents of Experts” in the Hong Kong Prospectus and the Preliminary Ofering
Circular is independent of the Company (as determined by reference to Rule 3A.07 of
the Listing Rules) and is able to form and report on its views fre of any conflict of
interest and has not withdrawn its consent to including its report, opinions, leters or
certificates (where aplicable and as the case may be) in the Hong Kong Prospectus
and the Preliminary Ofering Circular.
81. To the best knowledge of the Company, (A) the factual contents of the reports, opinions,
leters or certificates of the Experts are and wil remain complete, true and acurate in
al material respects (and where such information is subsequently amended, updated or
replaced, such amended, updated or replaced information is complete, true and acurate
in al material respects) and no material fact or mater has ben omited therefrom
which would make the contents of any of such reports, opinions, leters or certificates
misleading, the Company does not disagre with any aspect of such reports, opinions,
leters or certificates, and the opinions atributed to the Directors in such reports,
opinions, leters or certificates are held in god faith based upon facts after due and
careful enquiry; and (B) no material information was witheld from the Industry
Consultant, the Internal Control Consultant, the Reporting Acountants or any legal
counsel for the Company, as aplicable, for the purposes of its preparation of its report,
opinion, leter or certificate (whether or not contained in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular) and al information given to each of
the foregoing persons for such purposes was given in god faith and there is no other
material information which has not ben provided the result of which would make the
information so received misleading.
Forward-loking Statements and Statistical or Market Data
82. Each forward-loking statement contained in each of the Hong Kong Prospectus and
the Preliminary Ofering Circular has ben made or reafirmed by the Directors with a
reasonable basis and present knowledge and in god faith.
83. Al statistical or market-related or operational data included in each of the Hong Kong
Prospectus and the Preliminary Ofering Circular that come from the Company have
ben derived from the records of the Company and its subsidiaries using systems and
procedures which incorporate adequate safeguards to ensure that the data are true and
acurate in al material respects and not misleading; al statistical or market-related data
included in each of the Hong Kong Prospectus and the Preliminary Ofering Circular
that come from sources other than the Company are based on or derived from sources
described therein that are reliable and acurate and present fairly such sources, and the
Company has obtained the writen consent to the use of such data from such sources to
the extent required.
84. None of the Company, any of its subsidiaries or their respective oficers, directors,
employes, afiliates or agents has provided to any investment research analyst,
whether directly or indirectly, formaly or informaly, in writing or verbaly, any
material information, including forward-loking information (whether qualitative or
quantitative) concerning the Company or any member of the Group that is not (A)
reasonably expected to be included in each of the Hong Kong Prospectus and the
Preliminary Ofering Circular or (B) publicly available.
History and Reorganisation
85. The descriptions of the events, reorganisation and transactions set forth in the Hong
Kong Prospectus and the Preliminary Ofering Circular under the section headed
“History and Corporate Structure” are complete, true and acurate in al material
respects and not misleading; none of the events and transactions pursuant to the
reorganisation as set forth in the Hong Kong Prospectus and the Preliminary Ofering
Circular under the section “History and Corporate Structure” contravenes (A) any
provision of the constitutive documents of the Company or any of its subsidiaries, (B)
any provision or conditions of any Laws, any Aprovals and Filings or any
Governmental License of the Company or any of its subsidiaries, (C) the terms or
provisions of, or constitute a default under, any indenture, mortgage, charge, ded of
trust, loan agrement, note, lease or other agrement (including any agrement with its
customer, supliers and distributors) or instrument binding upon the Company or any
of its subsidiaries, or (D) any judgment, order or decre of, or any undertaking made
to, any Authority having jurisdiction over the Company or any of its subsidiaries, and
wil not result in the creation or imposition of any Encumbrance or other restriction
upon any asets of the Company and/or any of its subsidiaries.
Material Contracts
86. (A) Al contracts or agrements entered into within two years of the date of the Hong
Kong Prospectus (other than contracts entered into in the ordinary course of busines)
to which the Company or any of its subsidiaries is a party and which are required to be
disclosed as material contracts in each of the Hong Kong Prospectus and the
Preliminary Ofering Circular or filed therewith as material contracts with the Registrar
of Companies in Hong Kong have ben so disclosed and filed or to be filed, in their
entirety, without omision or redaction unles a certificate of exemption has ben
granted by the SFC; no material contracts which have not ben so disclosed and filed
wil, without the writen consent of the Joint Sponsors, the Sponsor-OCs and the
Overal Cordinators, be entered into prior to the Listing Date, nor wil the terms of
any material contracts so disclosed and filed be changed, prior to or on the Listing Date;
neither the Company nor any of its subsidiaries has sent or received any comunication
regarding termination of, or intent not to renew, any of such material contracts, and no
such termination or non-renewal has ben threatened by the Company or any of its
subsidiaries or, to the best knowledge of the Company, any other party to any such
contract or agrement.
87. Each of the contracts listed as being a material contract in the section of the Hong Kong
Prospectus and the Preliminary Ofering Circular headed “Apendix VI – Statutory
and General Information – B. Further Information About Our Busines – 1. Sumary
of Material Contracts” and each material contract, agrement or other document
disclosed or described in each of the Hong Kong Prospectus and the Preliminary
Ofering Circular has ben duly authorised, executed and delivered and is legal, valid,
binding and enforceable in acordance with its terms under aplicable or governing
Laws, subject to Bankruptcy Exceptions. The disclosure of such material contracts in
each of the Hong Kong Prospectus and the Preliminary Ofering Circular is true and
acurate in al material respects and not misleading.
88. Neither the Company nor any of its subsidiaries has any material capital comitment,
or is, or has ben, party to any unusual, long-term or onerous comitments, contracts
or arangements not on an arm’s length basis in the ordinary course of busines (for
these purposes, a long-term contract, comitment, or arangement is one which is
unlikely to have ben fuly performed in acordance with its terms within six months
after the date it was entered into or undertaken or is incapable of termination by either
the Company or any of its subsidiaries on six months’ notice or les).
89. Neither the Company nor any of its subsidiaries is a party to any agrement or
arangement which prevents or restricts it in any way from carying on busines in any
jurisdiction, except where such agrement or arangement would not, individualy or
in the agregate, result in a Material Adverse Efect.
90. Neither the Company nor any of its subsidiaries is a party to a joint venture or
shareholders’ agrement which is in dispute with the other parties to such joint venture
or shareholders’ agrement, except where such dispute would not, individualy or in
the agregate, result in a Material Adverse Efect, and there are no circumstances which
may give rise to any dispute or afect the relevant member’s relationship with such
other parties which might reasonably be expected to have a material adverse efect on
such joint venture or company or its busines or finances.
Busines
91. (A) Except as disclosed in the Hong Kong Prospectus and the Preliminary Ofering
Circular, no relationship, direct or indirect, exists betwen or among the Group, on the
one hand, and any customers, supliers or distributors of the Group, on the other hand;
(B) the customers, supliers and distributors are independent of the Group, and there
was no past or present relationship, including employment, financing, family or
otherwise, betwen the operators of these customers, distributors and supliers of the
Group (including their directors, shareholders and senior management, and their
respective asociates) and the Group; (C) there are no outstanding loans, advances
(except normal advances for busines expenses in the ordinary course of busines) or
guarantes of indebtednes by the Company or any of its subsidiaries to or for the
benefit of any of the oficers, directors, director nomines or supervisors of the
Company and any of its subsidiaries or any of their respective family members; and
(D) neither the Company nor any of its subsidiaries has extended or maintained credit,
aranged for the extension of credit, or renewed an extension of credit, in the form of a
personal loan to or for any oficer, director, director nomine or supervisor of the
Company or any of its subsidiaries.
92. There are no relationships or transactions not in the ordinary course of busines
betwen the Company or any of its subsidiaries, on one hand, and their respective
customers, supliers or distributors on the other hand.
93. None of the shareholders or directors of any member of the Group or any of their
respective asociates (as the term is defined in the Listing Rules), either alone or in
conjunction with or on behalf of any other person is, or was during the period from 1
January 2022 to the date of this Agrement, directly or indirectly, interested in the
Group’s five largest supliers, customers or distributors.
94. The Company does not have any reason to believe that any significant customer,
suplier or distributor of the Company or any member of the Group is considering
ceasing or has ceased to deal with the Company or any member of the Group, or is
considering significantly modifying other terms of its dealings with the Company or
any of its subsidiaries contrary to the maner disclosed in the Hong Kong Prospectus,
the Preliminary Ofering Circular or in a maner materialy inconsistent with its past
dealings with the Group.
95. Neither the Company nor any of its subsidiaries is engaged in any trading activities
involving comodity contracts which are not curently traded on a securities or
comodities exchange and for which the market value canot be determined.
96. Neither the Company nor any of its subsidiaries is a party to any agrement or
arangement or is carying on any practice (A) which in whole or in part contravenes
or is invalidated by any anti-trust, anti-monopoly, competition, fair trading, consumer
protection or similar Laws in any jurisdiction where the Company or any of its
subsidiaries has asets or caries on busines, or (B) in respect of which any filing,
registration or notification is required or is advisable pursuant to such Laws (whether
or not the same has in fact ben made), except where such agrement or arangement
would not, individualy or in the agregate, result in a Material Adverse Efect.
97. No indebtednes (actual or contingent) and no contract, agrement or arangement
(other than employment contracts or service agrements with curent directors or
oficers of the Company or of any of its subsidiaries) is or wil be outstanding betwen
the Company or the relevant member of the Group, on the one hand, and any supervisor
or any curent or former director or any oficer of the Company or its subsidiaries or
any asociate (as the term is defined in the Listing Rules) of any of the foregoing
persons, on the other hand.
98. None of the Company and its shareholders, directors or oficers, either alone or in
conjunction with or on behalf of any other person, is interested in any busines that
competes or is likely to compete, directly or indirectly, with the busines of the
Company or any of its subsidiaries, nor is any Director (or his/her respective asociates)
interested, directly or indirectly, in any asets which have since the date two years
imediately preceding the date of the Hong Kong Prospectus ben acquired or
disposed of by or leased to the Company or any of its subsidiaries; none of the Directors,
and their respective asociates (as the term is defined in the Listing Rules), is or wil
be interested in any agrement or arangement with the Company or any of its
subsidiaries which is subsisting and which is material in relation to the busines of the
Company or any of its subsidiaries.
Conected Transactions
99. In respect of the conected transactions (as defined in the Listing Rules) of the
Company (the “Conected Transactions”), (A) the statements set forth in each of the
Hong Kong Prospectus and the Preliminary Ofering Circular relating to the Conected
Transactions are complete, true and acurate in al material respects, and there are no
material facts or maters the omision of which would make any such statements
misleading, and there are no other Conected Transactions which are required by
Chapter 14A of the Listing Rules to be disclosed in each of the Hong Kong Prospectus
and the Preliminary Ofering Circular but have not ben disclosed in in each of the
Hong Kong Prospectus and the Preliminary Ofering Circular; (B) al information
(including, without limitation, historical figures) disclosed or made available (or which
ought reasonably to have ben disclosed or made available) in writing or oraly by or
on behalf of the Company to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, Joint Global Cordinators, the Underwriters, the Reporting Acountants,
the legal and other advisers to the Company or to the Underwriters, the SEHK, the SFC
and/or the CSRC was so disclosed or made available in ful and in god faith and,
except as subsequently disclosed in the Hong Kong Prospectus and the Preliminary
Ofering Circular or notified to the SEHK, the SFC and/or the CSRC, was and remains
complete, true and acurate in al material respects, and there is no other material
information which has not ben provided the result of which would make the
information so received misleading; (C) the Conected Transaction disclosed in each
of the Hong Kong Prospectus and the Preliminary Ofering Circular have ben entered
into and caried out, and wil be caried out, in the ordinary course of busines and on
comercial terms and are fair and reasonable and in the interests of the Company and
the shareholders of the Company as a whole, and the Directors, in coming to their view,
have made due and proper inquiries and investigation of such Conected Transactions;
(D) the Company has complied with and wil continue to comply with the terms of the
Conected Transactions disclosed in each of the Hong Kong Prospectus and the
Preliminary Ofering Circular so long as the agrement or the arangement relating
thereto is in efect, and shal inform the Joint Sponsors, the Sponsor-OC, the Overal
Cordinators and the Joint Global Cordinators promptly should there be any breach
of any such terms before or after the listing of the H Shares on the SEHK; (E) the
Conected Transactions and each of the related agrements as disclosed in each of the
Hong Kong Prospectus and the Preliminary Ofering Circular has ben duly authorised,
executed and delivered, constitutes a legal, valid and binding agrement or undertaking
of the parties thereto, enforceable in acordance with its terms, and in ful force and
efect; (F) the Conected Transactions disclosed in each of the Hong Kong Prospectus
and the Preliminary Ofering Circular was and wil be caried out by the Group in
compliance with al aplicable Laws; and (G) the non-exempt continuing conected
transactions disclosed in each of the Hong Kong Prospectus and the Preliminary
Ofering Circular for which waivers are sought have ben entered into and wil be
caried out in the ordinary and usual course of busines of the Group and al such
transactions wil be conducted on normal or beter comercial terms which are fair and
reasonable and in the interests of the Company and the Shareholders as a whole, and
the proposed maximum transaction amount of the non-exempt continuing conected
transactions disclosed in each of the Hong Kong Prospectus and the Preliminary
Ofering Circular are fair and reasonable and in the interests of the Company and the
Shareholders as a whole.
100. No indebtednes (actual or contingent) and no contract, agrement or arangement
(other than employment contracts with curent directors or oficers of the Company or
of any of its subsidiaries) is or wil be outstanding betwen the Company or any of its
subsidiaries, on the one hand, any curent or former director or any oficer of the
Company or any of its subsidiaries, or any asociate (as the term is defined in the
Listing Rules) of any of the foregoing persons, on the other hand.
Taxation
- , individualy or in the agregate, result in a Material Adverse
Change, al returns, reports or filings required by aplicable Laws or the taxing or other
Authorities to be filed by or in respect of the Company or any of its subsidiaries for
Taxation purposes have ben duly and timely filed, and al such returns, reports or
filings are up to date and are true and acurate in al material respects and not
misleading and are not the subject of any material dispute with any Taxing or other
Authority and, to the best knowledge of the Company, there are no circumstances
giving rise to any such dispute; (B) other than those being contested in god faith, al
Taxation due or claimed to be due from the Company and its subsidiaries have ben
duly and timely paid; (C) there is no deficiency for Taxation in any material respects
that has ben aserted against the Company or any of its subsidiaries; and (D) the
provisions included in the audited consolidated financial statements as set forth in each
of the Hong Kong Prospectus and the Preliminary Ofering Circular included
apropriate provisions required under IFRS for al Taxation in respect of acounting
periods ended on or before the acounting reference date to which such audited
acounts relate and for which the Company or any of its subsidiaries was then or could
reasonably be expected thereafter to become or has become liable; and (E) the
statements set forth in the section of each of the Hong Kong Prospectus and the
Preliminary Ofering Circular headed “Financial Information,” “Regulatory Overview,”
and “Apendix I – Taxation and Foreign Exchange,” insofar as they relate to Taxation,
are complete, true and acurate in al material respects and not misleading.
102. To the best knowledge of the Company, each of the waivers and other relief,
concesion and preferential treatment relating to Taxes which are material to the
Group’s busines taken as a whole granted to the Company or any of its subsidiaries
by any Authority (“Preferential Tax Treatments”) is valid and in ful force and efect;
each of the Company and its subsidiaries has filed al necesary filings and is in
compliance with al requirements under al aplicable Laws required to qualify for,
obtain or maintain the Preferential Tax Treatments in al material respects as described
in the Hong Kong Prospectus and the Preliminary Ofering Circular, and the actual
operations and busines activities of each member of the Group are suficient to met
the qualifications for their Preferential Tax Treatments in al material respects; no
filings made to any Authority in conection with obtaining their Preferential Tax
Treatments contained any mistatement or omision that would have afected the
granting of their Preferential Tax Treatments; neither the Company nor any of its
subsidiaries has received notice of any deficiency in their respective aplications for
their Preferential Tax Treatments that would have afected the granting of their
Preferential Tax Treatments, and the Company is not aware of any reason why the
Company or any of its subsidiaries may not qualify for, or be in compliance with the
requirements for, their Preferential Tax Treatments.
103. Except as described in both the Hong Kong Prospectus and the Preliminary Ofering
Circular, no stamp or other isuance or transfer Taxation and no capital gains, income,
gods and services tax, value aded tax, busines tax, witholding or other Taxation
are payable in Hong Kong, the PRC, the U.S., the European Union (or any member
thereof) or any other relevant jurisdiction (as the case may be) or to any Taxing or other
Authority thereof or therein in conection with (A) the execution, delivery and
performance of this Agrement and the International Underwriting Agrement, (B) the
creation, alotment and isuance of the Ofer Shares, (C) the ofer, alotment, isue, sale
and delivery of the Hong Kong Ofer Shares to or for the respective acounts of
sucesful aplicants and, if aplicable, the Hong Kong Underwriters contemplated in
the Hong Kong Prospectus, (D) the ofer, alotment, isue, sale and delivery of the
International Ofer Shares to or for the respective acounts of the International
Underwriters or the subsequent purchasers in the maner contemplated in each of the
Hong Kong Prospectus and the Preliminary Ofering Circular, or (E) the deposit of the
Ofer Shares with the Hong Kong Securities Clearing Company Limited.
104. Neither the Company nor any of its subsidiaries has ben or is curently the subject
of an enquiry into transfer pricing by any Authority and no Authority has indicated any
intention to comence any such enquiry and there are no circumstances likely to give
rise to any such enquiry.
Dividends
105. Al dividends and other distributions declared and payable on the Shares to the
shareholders of the Company in Hong Kong dolars are not subject to, and may be paid
fre and clear of and without deduction for or on acount of, any witholding or other
Taxes imposed, asesed or levied by or under the Laws of Hong Kong, the U.S. or the
PRC (as the case may be) or any Taxing or other Authority thereof or therein.
106. Neither the Company nor any of its subsidiaries is curently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on the shares or other equity interests of or in such subsidiaries, from
repaying to the Company any loans or advances to such subsidiaries from the Company
or from transfering any of the properties or asets of such subsidiaries to the Company.
United States Aspects
107. None of the Company, any of its “afiliates” (within the meaning of Rule 501(b) of
Regulation D under the Securities Act (“Regulation D”) or any person acting on
behalf of any of the foregoing (other than Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the Capital Market Intermediaries, the Underwriters, and their respective
afiliates or any person acting on their behalf, as to whom the Company makes no
representation and waranty) (A) has directly or indirectly made or wil make ofers or
sales of any security, or solicited or wil solicit ofers to buy, or otherwise negotiated
or wil negotiate in respect of, any security, under circumstances that would require
registration of the Ofer Shares under the Securities Act, or (B) has engaged or wil
engage in any (i) “directed seling eforts” within the meaning of Rule 902 under the
Securities Act or (i) any “general solicitation or general advertising” within the
meaning of Rule 502 under the Securities Act with respect to the Ofer Shares.
108. None of the Company, any of its afiliates and any person acting on behalf of any of
the foregoing (other than the International Underwriters, their respective afiliates or
any person acting on their behalf, as to whom the Company makes no representation)
has sold, ofered for sale, solicited ofers to buy or otherwise negotiated in respect of,
any security (as defined in the Securities Act) which is integrated with the sale of the
Ofer Shares in a maner that would require the registration under the Securities Act
of the Ofer Shares; the Company wil not, and wil not permit its afiliates or any
person acting on its behalf (other than the International Underwriters, their respective
afiliates or any person acting on their behalf, as to whom the Company makes no
representation), to sel, ofer for sale or solicit ofers to buy or otherwise negotiate in
respect of any security (as defined in the Securities Act) which could be integrated with
the sale of the Ofer Shares in a maner which would require the registration under the
Securities Act of the Ofer Shares.
109. It is not necesary in conection with the ofer, sale and delivery of the Ofer Shares
to the Underwriters and the subsequent purchasers thereof or the initial resale of the
Ofer Shares by the Underwriters in the maner contemplated by this Agrement,
International Underwriting Agrement, the Cornerstone Investment Agrements, the
Hong Kong Public Ofering Documents, the Preliminary Ofering Circular and the
Final Ofering Circular to register the Ofer Shares under the Securities Act.
110. The Company is a “foreign isuer” (as such term is defined in Regulation S under the
Securities Act).
111. There is no “substantial U.S. market interest” within the meaning of Regulation S
under the Securities Act in the Ofer Shares or securities of the Company of the same
clas as the Ofer Shares.
Market Conduct
112. Except for the apointment of the Stabilising Manager, none of the Company, any of
its subsidiaries and their respective directors, oficers, or, to the best knowledge of the
Company, employes, agents, afiliates or controling persons, nor any person acting
on behalf of any of them (other than the Underwriters, their respective afiliates or any
person acting on their behalf, as to whom the Company makes no representation), has,
at any time prior to the date of this Agrement, done or engaged in, directly or indirectly,
any act or course of conduct (A) which creates a false or misleading impresion as to
the market in or the value of the Shares and any asociated securities, (B) the purpose
of which is to create actual, or aparent, active trading in or to raise the price of the H
Shares that is in contravention of any aplicable Laws, or (C) which constitutes non-
compliance with the rules, regulations and requirements of the SEHK, the SFC, the
CSRC or any other Authority including those in relation to bokbuilding and placing
activities.
113. Except for the apointment of the Stabilising Manager, none of the Company, any of
its subsidiaries and their respective directors, oficers, and, to the best knowledge of
the Company, employes, agents, afiliates or controling persons, nor any person
acting on behalf of any of them (other than the Underwriters, their respective afiliates
or any person acting on their behalf, as to whom the Company makes no representation),
(A) has taken or facilitated or wil take or facilitate, directly or indirectly, any action
which is designed to or which has constituted or which might reasonably be expected
to cause or result in stabilisation or manipulation of the price of any security of the
Company to facilitate the sale or resale of any security of the Company or otherwise,
(B) has taken or wil take, directly or indirectly, any action which would constitute a
violation of the market misconduct provisions of Parts XI and XIV of the Securities
and Futures Ordinance, or (C) has taken or wil take or has omited to take or wil omit
to take, directly or indirectly, any action which may result in the los by any of the
Underwriters or any person acting for them as Stabilising Manager of the ability to rely
on any stabilisation safe harbor provided by the Securities and Futures (Price
Stabilising) Rules under the Securities and Futures Ordinance or otherwise.
Imunity
114. Under the Laws of Hong Kong, the PRC and the U.S., neither the Company nor any
of its subsidiaries, nor any of the properties, asets or revenues of the Company or any
of its subsidiaries is entitled to any right of imunity on the grounds of sovereignty or
crown status or otherwise from any action, suit or proceding, from set-of or
counterclaim, from the jurisdiction of any court, from service of proces, from
atachment to or in aid of execution of judgment or arbitral awards, or from other action,
suit or proceding for the giving of any relief (including but not limited to interlocutory
or ancilary relief) or for the enforcement of any judgment or arbitral awards.
Choice of Law and Dispute Resolution
115. The choice of law provisions set forth in this Agrement wil be recognised and given
efect to by the courts of Hong Kong and the PRC; the Company can sue and be sued
in its own name under the Laws of the PRC and Hong Kong; the agrement by the
Company to resolve any dispute by arbitration pursuant to Clause 16, the waiver by
the Company of any objection to the venue of an action, suit or proceding, the waiver
and agrement not to plead an inconvenient forum and the waiver of imunity on the
grounds of sovereignty or otherwise and the agrement that this Agrement shal be
governed by and construed in acordance with the laws of Hong Kong are legal, valid
and binding under the Laws of the PRC and Hong Kong and wil be respected by the
courts of the PRC and Hong Kong; service of proces efected in the maner set forth
in this Agrement wil be efective, insofar as the Laws of the PRC and Hong Kong
are concerned, to confer valid personal jurisdiction over the Company; and any arbitral
award obtained pursuant to Clause 16 wil be recognised and enforced by the courts of
Hong Kong and the PRC subject to the uncertainty as disclosed in each of the Hong
Kong Prospectus and the Preliminary Ofering Circular.
Profesional Investor
116. The Company has read and understod the Hong Kong Profesional Investor
Treatment Notice (as aplicable to it/her) set forth in Schedule 6 and acknowledges
and agres to the representations, waivers and consents contained in such aplicable
notice, in which the expresions “you” or “your” shal mean “the Company”, and “we”
or “us” or “our” shal mean the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the Capital Market Intermediaries and the Hong Kong Underwriters and
their respective afiliates.
No Other Arangements Relating to the Sale of the Ofer Shares
117. There are no contracts, agrements or understandings betwen the Company, its
subsidiaries and any person or entity (other than the Hong Kong Underwriters pursuant
to this Agrement and the International Underwriters pursuant to the International
Underwriting Agrement) that would give rise to any claim against the Company, any
of its subsidiaries or any Underwriter for brokerage comisions, finder’s fes,
broker’s or agent’s comision or other payments in conection with the ofer and sale
of the Ofer Shares or the consumation of the transactions contemplated hereby or by
the Hong Kong Prospectus and the Preliminary Ofering Circular.
118. Neither the Company nor any of its subsidiaries has entered into any contractual
arangement relating to the ofer, sale, distribution or delivery of any Shares other than
this Agrement, the International Underwriting Agrement and the Cornerstone
Investment Agrements. Except for the guaranted alocation of Ofer Shares at the
Ofer Price as set forth in the respective Cornerstone Investment Agrement, neither
the Company nor any of its subsidiaries, or any of their respective afiliates, has ofered,
agred to provide or provided, procured any other person or entity to provide, or
aranged to provide any direct or indirect benefits by side leter or otherwise, to any
investor in the Global Ofering or otherwise has engaged in any conduct or activity
inconsistent with, or in contravention of Chapter 4.15 of the Guide.
119. Neither the Company, any of its subsidiaries, nor any of their respective directors has,
directly or indirectly, provided or ofered (nor wil, directly or indirectly, provide or
ofer) any rebates or preferential treatment to an investor in conection with the ofer
and sale of the Ofer Shares or the consumation of the transactions contemplated
hereby or by the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular. Neither the Company, any of its subsidiaries nor any director, oficer, agent,
or, to the best knowledge of the Company, employe or afiliate of any member of the
Group is aware of any arangement which would result in an investor paying directly
or indirectly, for the Ofer Shares alocated, les than the total consideration as
disclosed in the Hong Kong Public Ofering Documents and the Preliminary Ofering
Circular.
120. Any certificate signed by any director or oficer of the Company or of any of its
subsidiaries and delivered to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators, the Joint Bokruners, the Joint Lead
Managers, the Capital Market Intermediaries, the Underwriters, or counsel for the
Underwriters in conection with the ofering of the Shares shal be demed a
representation and waranty by the Company, as to maters covered thereby, to each of
the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators , the Joint Bokruners, the Joint Lead Managers, the Capital Market
Intermediaries and the Underwriters.
Research
121. With respect to any research reports isued by an Underwriter, none of the Company,
any of the Subsidiaries or any of their respective directors, oficers or employes, has
or wil have provided any research analysts with any material information, including
forward-loking information (whether quantitative or qualitative) about the Group that
is not included the Hong Kong Public Ofering Documents, the Aplication Prof, the
PHIP and the Preliminary Ofering Circular.
Cornerstone Investment
122. Pursuant to the Chapter 4.15 of the Guide, no preferential treatment has ben, nor wil
be, given to any place or its close asociates by virtue of its relationship with the
Company in any alocation in the placing tranche.
123. (A) The subscription by any subscriber or purchaser of Ofer Shares as a cornerstone
investor wil not result in such cornerstone investor, and to the best of the Company’s
knowledge, its beneficial owner(s) and/or asociate(s) becoming conected persons (as
defined in the Listing Rules) of the Company; and (B) such cornerstone investor, and
to the best of the Company’s knowledge, its beneficial owner(s) and/or asociate(s)
wil, imediately after completion of the relevant Cornerstone Investment Agrement,
be independent of and not be acting in concert with (as defined in the Hong Kong Code
on Takeovers and Mergers), any conected persons in relation to the control of the
Company.
SCHEDULE 3 CONDITIONS PRECEDENT DOCUMENTS
Part A
1. Five certified true copies of the resolutions of the board of Directors of the Company:
(a) aproving and authorising this Agrement, the International Underwriting
Agrement, and each of the Operative Documents to which the Company is a
party and such documents as may be required to be executed by the Company
pursuant to each such Operative Document or which are necesary or
incidental to the Global Ofering and the execution on behalf of the Company
of, and the performance by the Company of its obligations under, each such
document;
(b) aproving the Global Ofering (including exercise of the Over-Alotment
Option) and any isue of the H Shares pursuant thereto;
(c) aproving and authorising the isue of the Hong Kong Public Ofering
Documents and the isue of the Preliminary Ofering Circular and the Final
Ofering Circular;
(d) aproving and authorising the isue and the registration of the Hong Kong
Prospectus with the Registrar of Companies in Hong Kong; and
(e) aproving the Verification Notes.
2. Five printed copies of each of the Hong Kong Prospectus duly signed by two Directors
or their respective duly authorised atorneys and, if signed by their respective duly
authorised atorneys, five certified true copies of the relevant powers of atorneys.
3. Five signed originals or certified true copies of each of the responsibility leters and
statements of interests signed by each of the Directors.
4. Five certified true copies of each of the material contracts refered to in the section
headed “Apendix VI – Statutory and General Information – B. Further Information
about Our Busines – 1. Sumary of Material Contracts” of the Hong Kong Prospectus
(other than this Agrement) duly signed by the parties thereto.
5. Five printed copies of the certificate of authorisation of registration of the Hong Kong
Public Ofering Documents from the SEHK.
6. Five printed copies of the leter from the Registrar of Companies in Hong Kong
confirming the registration of the Hong Kong Public Ofering Documents under section
342C of the Companies (WUMP) Ordinance.
7. Five printed copies of the writen notification isued by HKSC stating that the H
Shares wil be Eligible Securities (as defined in the Listing Rules).
8. Five signed originals of the acountants’ report dated the Hong Kong Prospectus Date
from the Reporting Acountants, the text of which is contained in Apendix I to the
Hong Kong Prospectus.
9. Five signed originals of the leter from the Reporting Acountants, dated the Hong
Kong Prospectus Date and adresed to the Company, the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators and the Hong Kong
Underwriters, and in form and substance satisfactory to the Sponsor-OCs, which leter
shal, inter alia, confirm the indebtednes statement contained in the Hong Kong
Prospectus and coment on the statement contained in the Hong Kong Prospectus as
to the suficiency of the Group’s working capital contained in the Hong Kong
Prospectus.
10. Five signed originals of the leter from the Reporting Acountants, dated the Hong
Kong Prospectus Date and adresed to the Company, relating to the unaudited pro
forma financial information relating to the adjusted net tangible asets of the Group as
of March 31, 2025, the text of which is contained in Apendix I to the Hong Kong
Prospectus.
11. Five signed originals of the comfort leter from the Reporting Acountants, dated the
Hong Kong Prospectus Date and adresed to the Joint Sponsors, the Sponsor-OCs, the
Overal Cordinators, the Joint Global Cordinators and the Hong Kong Underwriters,
and in form and substance satisfactory to the Joint Sponsors and the Sponsor-OCs,
which leter shal cover, without limitation, the various financial disclosures contained
in the Hong Kong Prospectus.
12. Five signed originals or certified true copies of each of the leters dated the Hong Kong
Prospectus Date from the experts refered to in the section headed “Apendix VI –
Statutory and General Information – E. Other Information – 4. Qualifications and
Consents of Experts” of the Hong Kong Prospectus (excluding the Joint Sponsors)
containing consents to the isue of the Hong Kong Prospectus with the inclusion of
references to the respective parties’ names and where relevant, their reports and leters
in the form and context in which they are included.
13. Five signed originals of the profit forecast and working capital forecast memorandum
adopted by the Board.
14. The folowing signed legal opinions from the legal advisers to the Company:
(a) Five signed originals of the legal opinion from Grandal Law Firm (Shanghai),
legal adviser to the Company as to the PRC Laws, dated the Hong Kong
Prospectus Date and adresed to the Company, and in form and substance
satisfactory to the Joint Sponsors and the Sponsor-OCs, in respect of (i) the
properties owned and/or leased by the Group in the PRC; and (i) the
establishment, busines and legal status of the Group under PRC Laws.
(b) Five signed originals of the legal opinion from Nishimura & Asahi (Gaikokuho
Kyodo Jigyo), legal adviser to the Company as to Japanese Laws, dated the
Hong Kong Prospectus Date and adresed to the Company, the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators and Underwriters, and in form and
substance satisfactory to the Joint Sponsors and the Sponsor-OCs.
(c) Five signed originals of the memorandum from King & Wod Malesons, legal
adviser to the Company as to U.S. export control and sanction law, dated the
Hong Kong Prospectus Date and adresed to the Company, the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators and Underwriters, and in form and
substance satisfactory to the Joint Sponsors and the Sponsor-OCs.
15. Five signed originals of the legal opinion from Comerce & Finance Law Ofices,
legal adviser to the Underwriters as to PRC Laws, dated the Hong Kong Prospectus
Date, adresed to the Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the
Joint Global Cordinators and Underwriters, and in form and substance satisfactory to
the Joint Sponsors and the Sponsor-OCs, in respect of (i) the properties owned and
leased by the Group in the PRC and (i) the establishments, busines and legal status of
the Group under PRC Laws.
16. Five signed originals of the Verification Notes duly signed by or on behalf of each
person to whom responsibility is therein asigned (other than the Joint Sponsors, the
Sponsor-OCs and the legal advisers to the Underwriters).
17. Five certified true copies of the resolutions of the shareholders of the Company refered
to in the section headed “Apendix VI – Statutory and General Information – A.
Further Information about Our Group – 4. Resolutions Pased by Our Shareholders’
General Meting in Relation to the Global Ofering” of the Hong Kong Prospectus.
18. Five certified true copies of the Receiving Banks Agrement duly signed by the parties
thereto.
19. Five certified true copies of the Registrar Agrement duly signed by the parties thereto.
20. Five signed originals or certified true copies of the industry report prepared by the
Industry Consultant refered to in the section headed “Industry Overview” of the Hong
Kong Prospectus.
21. Five copies of the internal controls report prepared by the Internal Control Consultant.
22. Five signed originals or certified true copies of the property valuation report isued by
Asia-Pacific Consulting and Apraisal Limited.
23. Five signed originals or certified true copies of the service contract or leter of
apointment of each of the Directors and the Supervisors.
24. Five certified true copies or signed originals of the undertaking from each of the
Controling Shareholders to the SEHK pursuant to Rule 10.07 of the Listing Rules.
25. Five certified true copies or signed originals of the undertaking from the Company to
the SEHK pursuant to Rule 10.08 of the Listing Rules.
26. Five signed originals or certified true copies of the certificate isued by the relevant
translator of Orange Financial Printing Limited to the Registrar of Companies in Hong
Kong relating to the translation of the Hong Kong Public Ofering Documents.
27. Five certified true copies of the compliance adviser agrement duly signed by the
parties thereto.
28. Five certified true copies of each of the folowing:
(a) a certificate of registration of the Company under Part 16 of the Companies
Ordinance;
(b) the busines registration certificate of the Company;
(c) the busines license of the Company isued by the competent Administration
for Market Regulation; and
(e) the CSRC Filing Notice.
Part B
1. Five signed originals of the Regulation S comfort leters from the Reporting
Acountants, dated, respectively, the date of the International Underwriting Agrement
and the Listing Date and adresed to the Joint Sponsors, the Sponsor-OCs, the Overal
Cordinators, the Joint Global Cordinators and the International Underwriters, and in
form and substance satisfactory to the Joint Sponsors and the Sponsor-OCs, which
leters shal cover, without limitation, the various financial disclosures contained in
each of the Hong Kong Prospectus, the Disclosure Package and the Final Ofering
Circular.
2. Five signed originals of the Hong Kong bringdown comfort leters from the Reporting
Acountants, dated the Listing Date and adresed to the Joint Sponsors, the Sponsor-
OCs, the Overal Cordinators, the Joint Global Cordinators and Hong Kong
Underwriters, and in form and substance satisfactory to the Joint Sponsors and the
Sponsor-OCs, which leter shal cover, without limitation, the various financial
disclosures contained in the Hong Kong Prospectus.
3. The folowing signed legal opinions from the legal advisers to the Company:
(a) Five signed originals of the closing legal opinion of Grandal Law Firm
(Shanghai), legal adviser to the Company as to the PRC Laws, adresed to the
Company and dated the Listing Date, and in form and substance satisfactory
to the Joint Sponsors and the Sponsor-OCs (each including a bringdown
opinion of the opinions under item 14(a) of Part A).
(b) Five signed originals of the legal opinion from Nishimura & Asahi (Gaikokuho
Kyodo Jigyo), legal adviser to the Company as to Japanese Laws, dated the
Listing Date and adresed to the Company, the Joint Sponsors, the Sponsor-
OCs and Underwriters, and in form and substance satisfactory to the Joint
Sponsors and the Sponsor-OCs.
(c) Five signed originals of the memorandum from King & Wod Malesons, legal
adviser to the Company as to U.S. export control and sanctions law, dated the
Listing Date and adresed to the Company, the Joint Sponsors, the Sponsor-
OCs and Underwriters, and in form and substance satisfactory to the Joint
Sponsors and the Sponsor-OCs.
4. Five signed originals of the closing legal opinion of Comerce & Finance Law Ofices,
legal adviser to the Underwriters as to the PRC Laws, adresed to the Joint Sponsors,
the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators and
Underwriters and dated the Listing Date, and in form and substance satisfactory to the
Joint Sponsors and the Sponsor-OCs (each including a bringdown opinion of the
opinions under item 15 of Part A).
5. Five signed originals of the legal opinion of Cliford Chance, legal adviser to the
Company as to Hong Kong Laws, dated the Listing Date, and adresed to the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators
and the Underwriters, and in form and substance satisfactory to the Joint Sponsors and
the Sponsor-OCs.
6. Five signed originals of the legal opinion of Cliford Chance, legal adviser to the
Company as to United States Laws, dated the Listing Date, and adresed to the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators
and the Underwriters, and in form and substance satisfactory to the Joint Sponsors and
the Sponsor-OCs.
7. Five signed originals of the legal opinion of Freshfields, legal adviser to the
Underwriters as to Hong Kong Laws, dated the Listing Date, and adresed to the Joint
Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global Cordinators
and Underwriters, and in form and substance satisfactory to the Joint Sponsors and the
Sponsor-OCs.
8. Five signed originals of the legal opinion of Freshfields, legal adviser to the
Underwriters as to United States Laws, dated the Listing Date, and adresed to the
Joint Sponsors, the Sponsor-OCs, the Overal Cordinators, the Joint Global
Cordinators and Underwriters, and in form and substance satisfactory to the Joint
Sponsors and the Sponsor-OCs.
9. Five signed originals of each of the certificates of the Company, joint company
secretaries of the Company, oficers of the Company and Directors of the Company in
the form set out in the schedule and/or exhibits of the International Underwriting
Agrement, and in form and substance satisfactory to the Joint Sponsors and the
Sponsor-OCs.
10. Five certified true copies of resolutions of the Board or a duly authorized comite of
the board of Directors or the authorized person(s) aproving, among other things, the
Ofer Price, the Price Determination Agrement, the basis of alotment and alotment
of H Shares to the alotes and the isue and alotment of the International Ofer Shares.
11. Five copies of the leter from the SEHK aproving the listing of the H Shares.
12. Five signed originals or certified true copies of the Price Determination Agrement,
each duly signed by the parties thereto.
13. Five copies of the isuer’s declaration (Form F) submited in FINI.
SCHEDULE 4 SET-OF ARANGEMENTS
1. This Schedule sets out the arangements and terms pursuant to which the Hong Kong
Public Ofering Underwriting Comitment of each Hong Kong Underwriter wil be
reduced to the extent that it makes (or procures to be made on its behalf) one or more
valid Hong Kong Underwriter’s Aplications pursuant to the provisions of Clause 4.7.
These arangements mean that in no circumstances wil any Hong Kong Underwriter
have any further liability as a Hong Kong Underwriter to aply to purchase or procure
aplications to purchase Hong Kong Ofer Shares if one or more Hong Kong
Underwriter’s Aplications, duly made by it or procured by it to be made is/are validly
made and acepted for an agregate number of Hong Kong Ofer Shares being not les
than the number of Hong Kong Ofer Shares comprised in its Hong Kong Public
Ofering Underwriting Comitment.
2. In order to qualify as Hong Kong Underwriter’s Aplications, such aplications must
be made online through the White Form eIPO service at w.eipo.com.hk, or
through HKSC EIPO chanel complying in al respects with the terms set out in the
section headed “How to Aply for Hong Kong Ofer Shares” in the Hong Kong
Prospectus by not later than 12:00 non on the Aceptance Date in acordance with
Clause 4.4. The Hong Kong Underwriter or the sub-underwriter must produce
evidence to the satisfaction of the Sponsor-OCs that the relevant aplication was made
or procured to be made by such Hong Kong Underwriter or such sub-underwriter.
3. No preferential consideration under the Hong Kong Public Ofering wil be given in
respect of Hong Kong Underwriter’s Aplications or Hong Kong Sub-underwriter’s
Aplications.
SCHEDULE 5 ADVERTISING ARANGEMENTS
The Formal Notice is to be published on the oficial websites of the SEHK and the Company
on the folowing dates:
Name of Publication Date
SEHK website August 11, 2025
Company website August 11, 2025
SCHEDULE 6 PROFESIONAL INVESTOR TREATMENT NOTICE
A. Corporate Profesional Investor
1. For the purposes of the Code, you are a Profesional Investor by reason of your being
within a category of person described in section 3(a), (c) or (d) of the Securities and
Futures (Profesional Investor) Rules, as folows:
1.1 a trust corporation having ben entrusted under one or more trusts of which it
acts as a truste with total asets of not les than HK$40 milion (or its
equivalent) at the relevant date or as ascertained by: (i) the most recent audited
financial statement of the trust corporation or a trust of which it acts as a truste
(no les recent than 16 months before the relevant date); or (i) one or more of
the folowing documents isued or submited within 12 months before the
relevant date: (a) a statement of acount or a certificate isued by a custodian;
(b) a certificate isued by an auditor or a certified public acountant; or (c) a
public filing submited by or on behalf of the trust corporation (whether on its
own behalf or in respect of a trust of which it acts as a truste);
1.2 a corporation having total asets of at least HK$40 milion (or its equivalent)
or a portfolio of at least HK$8 milion (or its equivalent) at the relevant date or
as ascertained by: (i) the most recent audited financial statement of the
corporation (no les recent than 16 months before the relevant date); or (i) one
or more of the folowing documents isued or submited within 12 months
before the relevant date: (a) a statement of acount or a certificate isued by a
custodian; (b) a certificate isued by an auditor or a certified public acountant;
or (c) a public filing submited by or on behalf of the corporation;
1.3 a corporation the principal busines of which at the relevant date is to hold
investments and which at the relevant date is wholy owned by any one or more
of the folowing persons: (i) a trust corporation that fals within paragraph 1.1
above; (i) an individual who fals within the definition under section 5(1) of
the Securities and Futures (Profesional Investor) Rules; (i) a corporation that
fals within this paragraph 1.3; (iv) a corporation that fals within paragraph 1.2
above; (v) a partnership that fals within paragraph 1.5 below; and (vi) a
profesional investor within the meaning of paragraph (a), (d), (e), (f), (g) or
(h) of the definition of “profesional investor” in section 1 of Part 1 of
SCHEDULE 1 to the Securities and Futures Ordinance;
1.4 a corporation which, at the relevant date, wholy owns a corporation refered
to in paragraph 1.2 above; and
1.5 a partnership with a portfolio of no les than HK$8 milion (or its equivalent)
or total asets of not les than HK$40 milion (or its equivalent) at the relevant
date or as ascertained by: (i) the most recent audited financial statement of the
partnership (no les recent than 16 months before the relevant date); or (i) one
or more of the folowing documents isued or submited within 12 months
before the relevant date: (a) a statement of acount or a certificate isued by a
custodian; (b) a certificate isued by an auditor or a certified public acountant;
or (c) a public filing submited by or on behalf of the partnership.
2. We have categorised you as a Corporate Profesional Investor based on information
you have given us. You wil inform us promptly in the event any such information
ceases to be true and acurate. You wil be treated as a Corporate Profesional Investor
in relation to al investment products and markets contemplated under this Agrement
and any ancilary services that are contemplated within the Ofering Documents.
3. As a consequence of your categorisation as a Corporate Profesional Investor and our
asesment of you as satisfying the criteria set out in paragraph 15.3A(b) of the Code
(i.e. that you have the apropriate corporate structure and investment proces and
controls, the person(s) responsible for making investment decisions on behalf of you
has/have suficient background, and you are aware of the risks involved in relation to
the relevant products and/or markets to be invested in under this Agrement), we are
not required to fulfil certain requirements under paragraphs 15.4 and 15.5 of the Code
and other Hong Kong regulations (sumarised below), provided that we take certain
actions beforehand (including, providing you with the information contained in this
Schedule and obtaining your consent to be treated as a Corporate Profesional Investor
and to dispense with the relevant requirements). While we may in fact do some or al
of the folowing in providing services to you, we have no regulatory responsibility to
do so.
3.1 Client agrement
We are not required to enter into a writen agrement complying with the Code
relating to the services that are to be provided to you.
3.2 Risk disclosures
We are not required by the Code to provide you with writen risk warnings or
risk disclosure statements in respect of the risks involved in any transactions
entered into with you, or to bring those risks to your atention.
3.3 Information about us
We are not required to provide you with information about our busines or the
identity and status of employes and others acting on our behalf with whom
you wil have contact.
3.4 Prompt confirmation
We are not required by the Code to promptly confirm the esential features of
a transaction after efecting a transaction for you.
3.5 Information about clients
We are not required to establish your financial situation, investment experience
or investment objectives, except where we are providing advice on corporate
finance work.
3.6 Nasdaq–Amex Pilot Program
If you wish to deal through the SEHK in securities admited to trading on the
SEHK under the Nasdaq-Amex Pilot Program, we are not required to provide
you with documentation on that program.
3.7 Suitability
When making a recomendation or solicitation, we are not required to ensure
that such recomendation or solicitation is suitable for you.
3.8 Investor characterisation/disclosure of transaction related information
We are not required to ases your knowledge of derivatives and characterise
you based on your knowledge of derivatives, and we are not required to
disclose transaction related information (as set out in paragraph 8.3A of the
Code) to you.
3.9 Discretionary acounts
We are not required, in respect of any discretionary acount, to obtain authority
in writing from you prior to efecting transactions for your acount without
your specific authority, or to explain such authority to you or re-confirm it with
you on an anual basis, or to disclose to you benefits receivable for efecting
transactions for you under a discretionary acount.
3.10 Complex products
We are not required to ensure that a transaction in a complex product is suitable
for you, to provide suficient information about a complex product to you or to
provide you with warning statements.
4. You have the right to withdraw from being treated as a Corporate Profesional Investor
for the purposes of the Code at any time in respect of al or any investment products or
markets on giving writen notice to our Compliance Departments.
5. If you are a Corporate Profesional Investor by reason of your being a corporation that
fals within paragraph 1.4 above, you confirm that the shareholders of the holding
company have ben informed of the corporation’s status as a Corporate Profesional
Investor.
6. By entering into this Agrement, you represent and warant to us that you are
knowledgeable and have suficient expertise and experience in the products and
markets that you are dealing in and are aware of the risks in trading in the products and
markets that you are dealing in.
7. By entering into this Agrement, you hereby agre and acknowledge that you have read
and understod and have had explained to you the consequences of consenting to being
treated as a Corporate Profesional Investor and the right to withdraw from being
treated as such as set out herein and that you hereby consent to being treated as a
Corporate Profesional Investor in relation to al investment products and markets
contemplated under this Agrement and any ancilary services that are contemplated
within the Ofering Documents.
8. By entering into this Agrement, you hereby agre and acknowledge that we or our
afiliates (and any person acting as the setlement agent for the Hong Kong Public
Ofering and/or the Global Ofering) wil not provide you with any contract notes,
statements of acount or receipts under the Hong Kong Securities and Futures (Contract
Notes, Statements of Acount and Receipts) Rules where such would otherwise be
required.
B. Individual Profesional Investor
1. For the purposes of the Code, you are a Profesional Investor by reason of your being
within a category of person described in section 3(b) of the Securities and Futures
(Profesional Investor) Rules, as folows:
1.1 an individual having a portfolio of not les than HK$8 milion (or its equivalent) at the
relevant date or as ascertained by any one or more of the folowing documents isued
or submited within 12 months before the relevant date: (i) a statement of acount or a
certificate isued by a custodian; (i) a certificate isued by an auditor or a certified
public acountant, or (i) a public filing submited by or on behalf of the individual,
when any one or more of the folowing are taken into acount: (a) a portfolio on the
individual’s own acount, (b) a portfolio on a joint acount with the individual’s
asociate, (c) the individual’s share of a portfolio on a joint acount with one or more
persons other than the individual’s asociate, or (d) a portfolio of a corporation which,
at the relevant date, has as its principal busines the holding of investments and is
wholy owned by the individual.
2. We have categorised you as an Individual Profesional Investor based on information
you have given us. You wil inform us promptly in the event any such information
ceases to be true and acurate. You wil be treated as an Individual Profesional
Investor in relation to al investment products and markets contemplated under this
Agrement and any ancilary services that are contemplated within the Ofering
Documents.
3. As a consequence of your categorisation as an Individual Profesional Investor, we are
not required to fulfil certain requirements of the Code as set out in under paragraph
15.5 of the Code and other Hong Kong regulations (sumarised below), provided that
we take certain actions beforehand (including, providing you with the information
contained in this Schedule and obtaining your consent to be treated as an Individual
Profesional Investor and to dispense with the relevant requirements). While we may
in fact do some or al of the folowing in providing services to you, we have no
regulatory responsibility to do so.
3.1 Information about us
We are not required to provide you with information about our busines or the
identity and status of employes and others acting on our behalf with whom
you wil have contact.
3.2 Prompt confirmation
We are not required by the Code to promptly confirm the esential features of
a transaction after efecting a transaction for you.
3.3 Nasdaq–Amex Pilot Program
If you wish to deal through the SEHK in securities admited to trading on the
SEHK under the Nasdaq-Amex Pilot Program, we are not required to provide
you with documentation on that program.
4. You have the right to withdraw from being treated as an Individual Profesional
Investor for the purposes of the Code at any time in respect of al or any investment
products or markets on giving writen notice to our Compliance Departments.
5. If we solicit the sale of or recomend any financial product to you, the financial
product must be reasonably suitable for you having regard to your financial situation,
investment experience and investment objectives. No other provision of this
Agrement or any other document we may ask you to sign and no statement we may
ask you to make derogates from this clause.
6. By entering into this Agrement, you hereby agre and acknowledge that you have read
and understod and have had explained to you the consequences of consenting to being
treated as an Individual Profesional Investor and the right to withdraw from being
treated as such as set out herein and that you hereby consent to being treated as an
Individual Profesional Investor in relation to al investment products and markets
contemplated under this Agrement and any ancilary services that are contemplated
within the Ofering Documents.
7. By entering into this Agrement, you hereby agre and acknowledge that we or our
afiliates (and any person acting as the setlement agent for the Hong Kong Public
Ofering and/or the Global Ofering) wil not provide you with any contract notes,
statements of acount or receipts under the Hong Kong Securities and Futures (Contract
Notes, Statements of Acount and Receipts) Rules where such would otherwise be
required.
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目录
条款 页码
1. 定义和解释. 1
2. 投资. 6
3. 交割前提条件. 7
4. 交割. 8
5. 投资者限制. 9
- 、声明、承诺和保证. 11
7. 终止. 20
8. 公布和保密. 21
9. 通知. 21
10. 一般条款. 23
11. 管辖法律和管辖权. 24
12. 豁免. 25
13. 协议副本. 25
附表一 投资者股份. I
附表二 投资者详情. I
本协议（本“协议”）于2025年8月6日签订：
各方当事人如下:
(1)
山东天岳先进科技股份有限公司，一家在中国成立的股份有限公司，其注册办
事处位于中国山东省济南市槐荫区天岳南路99号（“公司”）；
(2)
国能环保投资集团有限公司，一家于中国香港注册成立的公司，其注册办事处
位于香港湾仔湾仔道 165-171 号乐基中心 4楼 413 室（“投资者”）；
(3)
中国际金融香港证券有限公司，地址为：香港中环港景街1号国际金融中心
第一期29楼（“中金”）；
(4)
中信证券（香港）有限公司，地址为：香港皇后大道88号太古广场一座18层
（“中信证券”）；
(5)
中信里昂证券有限公司，地址为：香港皇后大道88号太古广场一座18层（“中
信里昂”）；
（中金和中信证券合称及各自为“联席保荐人”，中金和中信里昂合称及各自为
“保荐人兼整体协调人”）
(6)
海通国际证券有限公司，地址为：香港德辅道中189号李宝椿大厦22楼（“海
通国际”）
鉴于：
(A)
公司已提交以全球发售的方式（“全球发售”）将其H股（定义见下文）在联交
所（定义见下文）上市的申请，其中包括：
(i) 公司公开发售H股（定义见下文）供香港公众人士认购（“香港公开发
售”）；和
(i) 公司依据证券法（定义见下文）下的S 规例于美国境外向投资者（包括
香港的专业和机构投资者）或其他豁免，有条件配售公司提呈的H股
（“国际发售”）。
(B)
中金和中信证券担任全球发售的联席保荐人，中金、中信里昂、海通国际、中
银国际亚洲有限公司及大华继显（香港）有限公司担任全球发售的整体协调人
及资本市场中介机构。
(C)
投资者希望根据并基于本协议条件和条款认购投资者股份（定义见下文），作
为国际发售的一部分。
各方在此达成如下协议：
1.
定义和解释
1.1 除文义另有所指外，在本协议（包括其绪言及附表）中，下列各词汇、术语和
用语具备以下含义：
“联属公司”就特定个人或实体而言，除上下文另有规定外，是指直接或间接通
过一个或多个中介机构控制，或受其控制或与指定的个人或实体共同控制的任
何个人或实体。为了本定义的目的，“控制”（包括“控制”、“由.控制”及“与.共
同控制”）是指直接或间接拥有指导或引导他人管理和政策方向的权力（无论通
过拥有表决权的证券、合同或其他方式）;
“会计及财务汇报局”指香港会计及财务汇报局;
“总投资额”指等于发售价乘以投资者股份数目的金额;
“批准”具有第6.2(g)条所赋予的含义；
“联系人/紧密联系人”应具有上市规则赋予该术语的定义，及“各联系人/紧密联
系人”应据此予以相应解释；
“佣金”指费用规则（定义见上市规则）第7(1)段要求的按总投资额的1%计算的
佣金；
“营业日”指香港持牌银行一般对香港公众正常营业以及联交所对外进行证券买
卖业务的任何日子（星期六、星期日及香港公共假期除外）；
“中央结算系统”指香港中央结算有限公司建立和经营的中央结算及交收系统；
“交割”指根据本协议条款和条件完成对投资者股份的认购；
“资本市场中介”指行为守则中定义的资本市场中介机构，用于在股权资本市场
交易中进行簿记和配售活动；
“行为守则”指经不时修订、补充或以其他方式修改的证券及期货事务监察委员
会许可或注册人士行为守则；
“公司条例” 指不时经修订、补充或以其他方式修订的《公司条例》（香港法例
第622章）；
“公司（清盘及杂项条文）条例”指不时经修订、补充或以其他方式修订的《公
司（清盘及杂项条文）条例》（香港法例第32章）；
“关连人士/核心关连人士”应具有上市规则赋予该术语的定义，及“关连人士/核
心关连人士”亦须据此解释；
“关联关系” 须具有中国证监会备案规则赋予该词的涵义；
“合约(第三者权利)条例”指不时经修订或补充或另行修改的《合约(第三者权利)
条例》（香港法例第623章）；
“控股东”除上下文另有要求外，须具有上市规则赋予该词的涵义及“控股东”
亦须据此解释；
“中国证监会” 指中国证券监督管理委员会；
“中国证监会备案规则” 指不时经修订、补充或以其他方式修改的中国证监会发
布的《境内企业境外发行证券和上市管理试行办法》及配套指引；
“中国证监会备案报告” 指公司就全球发售根据中国证监会备案规则第13条提交
予中国证监会的备案报告，包括其中任何修订、补充和/或修改；
“中国证监会备案” 指根据中国证监会备案规则和其他适用法律、法规和中国证
监会的要求，就全球发售事项以书面、口头或其他任何方式向或将向中国证监
会提交/作出的任何和所有信函、备案、通信往来、沟通、文件、回复、承诺和
呈交，包括其中任何修订、补充和/或修改（包括但不限于中国证监会备案报
告）；
“延迟交付日期”指在香港公开发售承销协议和国际发售承销协议均已签订并已
成为无条件协议且尚未终止前提下，保荐人兼整体协调人及海通国际应依据第
4.3条通知投资者的晚于上市日期的日期；
“处置”就任何相关股份而言，包括直接或间接，
(i) 对相关股份或可转换为或可行使为或可交换为该等相关股份或代表接收
该等相关股份或股份中任何权益的权利的任何其他证券的任何合法或实
益权益的发售、抵押、押记、出售、按揭、借贷、设立、转移、转让或
以其他方式处置任何合法或实益权益（包括设立任何购股权或订立协议
设立购股权，或出售或授出或同意出售或授出任何购股权或购买、认购、
出借或以其他方式转让或处置任何购股权的合同或任何认股权证或购买
权、认购权、出借权或以其他方式转让或处置，或购买或同意购买任何
购股权、合同、认股权证或出售权或者设立任何权利负担或同意设立任
何权利负担）（直接或间接，有条件或无条件），或者设立任何性质的
任何第三方的权利；或者直接或间接、有条件或无条件缔约进行上述任
何处置；或
(i) 订立任何掉期交易或其他安排将相关股份或其中任何权益的任何实益所
有权或该等相关证券或此类其他证券或其中的任何权益的所有权的任何
相关股份或其任何权益的实益拥有权或任何经济后果或附带后果部分或
全部转让他人；或
(i) 直接或间接开展与上述第 (i)及(i)项所描述的任何一项交易具有相同经济
效果的任何其他交易；或
(iv) 同意或缔约或公开宣布或披露有意开展上述第 (i)、(i)及 (i)项所描述的
任何交易，无论上述第(i)、(i)及 (i)项所描述的交易是否将以交付相关
股份或可转换为或可行使为或可交换为相关股份其他证券、以现金或其
他方式结算；且“处置”应据此予以解释；
“FINI” 须具有上市规则赋予该词的涵义；
“全球发售”具有绪言 (A)所赋予的含义；
“政府机构”是指任何国家、中央、联邦、省、州、地区、市、地方、国内、国
外或超国家的政府、政府间的、监管机构或行政委员会、董事会、机构、主体
或代理部门，或任何证券交易所（包括但不限于联交所、上交所、证监会及中
国证监会）、自监管或其他非政府监管机构，或任何法院、司法机构、法庭、
仲裁庭或仲裁员;
“集团”指公司及其附属公司；
“H股”指公司股本中每股面值人民币1.00元的境外上市外资股，将以港元认购及
交易，并将于联交所上市；
“港元”指香港法定货币；
“香港”指中国香港特别行政区；
“香港公开发售”具有绪言 (A)所赋予的含义；
“受偿方”具有第6.6条所赋予的含义，“受偿方”为其中任何一方，视情况而定;
“国际发售”具有绪言 (A)所赋予的含义；
“国际发售通函”指公司预期向潜在投资者（包括投资者）发出的与国际发售有
关的最终发售通函；
“投资者相关信息”具有第6.2(i)条所赋予的含义;
“投资者股份”指投资者根据本协议条款及条件，按照附表一进行计算，并由公
司、保荐人兼整体协调人决定，由投资者于国际发售中认购的H股数目；
“法律”指所有相关司法管辖区的任何政府机构（包括但不限于联交所、上交所、
证监会和中国证监会）的所有法律、成文法规、立法、条例、办法、规则、法
例、指引、指导、决定、意见、通知、通函、指南、要求、命令、判决、判令
或裁定；
“征费”指就总投资额而言0.0027%的证监会交易征费（或上市日期现行的交易征
费）和0.00565%的联交所交易费（或上市日期现行的交易费）及0.00015%的会
计及财务汇报局交易征费（或上市日期现行的交易征费）；
“上市日期”指H股首次在联交所主板上市的日期；
“上市指南”指经不时修改、补充或修订的，联交所刊发的《新上市申请人指
南》；
“上市规则”指不时经修订或补充的《香港联合交易所有限公司证券上市规则》，
以及联交所的上市决策、指引及其他规定；
“禁售期”具有第5.1条所赋予的含义；
“发售价”指将根据全球发售进行发售或出售H股的每股H股的最终港元价格（不
包括佣金和征费）；
“超额配股权”具有国际发售通函所赋予的定义；
“各方”指列名的本协议各方；“一方”按文义应指他们其中任何一方；
“中国”指中华人民共和国，仅就本协议而言，不包括香港及澳门特别行政区和
中国台湾地区；
“初步发售通函”指公司将向潜在投资者（包括投资者）发出的与国际发售有关
的经不时修订或补充的初步发售通函；
“专业投资者”具有证券及期货条例附录1第1部分所赋予的含义；
“自营投资为基础”指投资者出于自身利益及投资目的而进行投资(无论该投资是
否是为了该投资者的任何股东或资金投资者的利益而进行)，而非作为任何第三
方的代理人而进行；
“招股章程”指公司将就香港公开发售在香港发行的最终招股章程；
“公开文件”指公司为国际发售将发出的初步发售通函和国际发售通函，为香港
公开发售将在香港发出的招股章程，以及公司就全球发售可能发出的其他文件
和公告，上述各项可经不时修改或补充；
“监管机构”具有第6.2(i)条所赋予的含义；
“相关股份”指投资者根据本协议认购的投资者股份，以及根据任何供股、资本
化发行或其他资本重组形式（不论该等交易是否以现金或其他方式结算）由投
资者股份派生的公司任何股份或其他证券或权益，以及由此产生的任何利息；
“S条例”指证券法S条例；
“人民币”指中国法定货币；
“144条例”指证券法144条例；
“证券法”指经修订的美国1933年《证券法》（不时补充或以其他方式修改，以
及据此颁布的规则和条例）；
“证监会”指香港证券及期货事务监察委员会；
“证券及期货条例”指不时经修订、补充或另行修改的《证券及期货条例》（香
港法例第571章）；
“联交所”指香港联合交易所有限公司；
“附属公司”具有公司条例所赋予的定义；
“美国”指美利坚合众国及其领土、领地、美国任何州以及哥伦比亚特区；
“美元”指美国法定货币； 及
“美国人士”具有S条例所赋予的含义。
1.2 在本协议中，除文义另有所指外：
(a) 凡提及“条”、“款”或“附表”均指本协议中的条、款或附表；
(b) 索引、条款和附表标题仅为方便阅读而设，不得影响对本协议的理解或
解释；
(c) 绪言和附表构成本协议的其中部分，并具有同等效力和作用，犹如本协
议正文明确所载，以及凡提及本协议应包含绪言和附表；
(d) 含有单数含义应包括复数含义，反之亦然；具有一种性别意义的词汇应
包括另一种性别的含义；
(e) 凡提及本协议或其他文件包括本协议或其他文件的任何修订或替换；
(f) 凡提及一项法规、法定条文、法例或规则，包括提述：
(i) 该法规、法定条文、法例或规则经不时合并、修订或补充、修改、
重新制定，或由任何法规、法定条文、法例或规则取代；
(i) 对其重新制定的任何废除的法规、法定条文、法例或规则（无论
是否进行修改）；及
(i) 根据它制定的任何附属立法；
(g) 提及的“法规”包括任何政府、政府间或超国家机构、机构的任何法规、
规则、官方指令、意见、通知、通告、命令、请求或指南（无论是否具
有法律效力） 、部门或任何监管、自律或其他机构或组织；
(h) 凡提及时间及日期，除非特别规定，均分别指香港时间及日期；
(i) 凡提及“人士”包括提及个人、企业、公司、法人团体、非公司社团或机
构、政府、国家或国家机构、联营企业、联合体或合伙（无论是否具有
独立法人资格）；
(j) 凡提及“包括”及“包含”应解释为包括但不限于及包含但不限于；及
(k) 凡提及有关香港之外其他司法权区下任何诉讼、救济、措施或司法程序
的法律词汇，法律文件、法律状态、法庭、官方或任何法律概念或事物
将视为具有该司法权区下与有关香港法律词汇最相近之含义。
2.
投资
2.1 在满足下文第3条提及的各条件及在本协议其他条款和条件的规限下：
(a) 投资者将于上市日期或（若适用）延迟交付日期认购，且公司将发行、
分配及发售，且保荐人兼整体协调人及海通国际将分配及/或交付（视情
况而定）或安排分配及/或交付（视情况而定）予投资者，投资者将通过
保荐人兼整体协调人及/或海通国际及/或其联属公司（以相关部分国际发
售的国际承销商的国际代表身份）按发售价认购的投资者股份并作为国
际发售的一部分；及
(b) 投资者将根据第4.2条就投资者股份支付总投资额、佣金和征费。
2.2 保荐人兼整体协调人与公司协商后可以根据第4.3条自主决定于延迟交付日期交
付全部或部分的投资者股份。
2.3 公司及保荐人兼整体协调人（代表其自身及全球发售的承销商）将以他们商定
的方式决定发售价。投资者股份的确切数量将由公司及保荐人兼整体协调人根
据附表一最终决定，且该决定为最终且对投资者具有约束力（除非出现明显错
误）。
3.
交割前提条件
3.1 投资者在本协议项下根据第2.1条认购投资者股份的义务，以及公司及保荐人兼
整体协调人根据第2.1条发行、分派、配售、分配及/或交付（视乎情况而定）或
促使发行、分派、配售、分配及/或交付（视乎情况而定）投资者股份的义务，
仅取决于各方于交割之时或之前满足或豁免（但第3.1(a)条、第3.1(b)条、第
3.1(c)条、第3.1(d)条及第3.1(e)条所载条件不得豁免，且第3.1(f)条项下所载条
件仅可由公司、保荐人兼整体协调人及联席保荐人及海通国际共同豁免）以下
各项条件：
(a) 香港公开发售承销协议和国际发售承销协议经订立并于不迟于该等承销
协议指明的时间和日期（根据彼等各自的原定条款或其后协议各方通过
协议豁免或更改的条款）已生效并须无条件履行，且上述承销协议均尚
未被终止；
(b) 发售价已根据公司及保荐人兼整体协调人（代表他们自己和全球发售的
承销商）之间所签订的承销协议及定价协议确定；
(c) 联交所上市委员会已批准H股（包括投资者股份）上市和买卖并授予其
他适用豁免和批准，包括与投资者认购投资者股份有关的事项，且该等
批准、同意或豁免在H股于联交所开始买卖之前尚未被撤销；
(d) 中国证监会已经受理中国证监会备案并在其网站上发布中国证监会备案
的备案结果，且该等受理通知书和/或经公布的备案结果在H股于联交所
开始买卖之前尚未被拒绝、撤回、撤销或使其无效；
(e) 任何政府机构尚未制定或颁布任何法律禁止完成全球发售或本协议项下
拟进行的交易，并且具有管辖权的法院未发出任何有效命令或禁制令阻
止或禁止该等交易的进行；及
(f) 投资者在本协议项下的各自声明、保证、承诺、承认和确认在所有方面
(于本协议日期)均属及(于上市日期及延迟交付日期(如适用)将均属准确、
真实及完整且无误导性或欺骗性，且投资者并无违反本协议。
3.2 若于本协议日期后九十（90）日当日或之前（或公司、投资者、保荐人兼整体
协调人和联席保荐人之间可能书面同意的其他日期），第3.1条所载的任何条件
未获实现或未被各方豁免，投资者购买投资者股份的义务，以及公司及保荐人
兼整体协调人发行、分派、配售、分配及/或交付（视乎情况而定）或促使发行、
分派、配售、分配及/或交付（视乎情况而定）投资者股份的义务应终止，且投
资者根据本协议向任何其他方支付的任何款项将由该其他方不计利息且商业上
可行的情况下尽快归还予投资者，而本协议将予以终止并不具有效力，且公司、
保荐人兼整体协调人及/或联席保荐人的所有义务及责任应停止并终止；但根据
本第3.2条终止本协议，不得影响任何一方在该等终止之时或之前就本协议所载
条款对其他各方的已有权利或责任。为避免疑义，本条款中的任何内容均不得
解释为赋予投资者对其违反投资者根据本协议在本条提及的日期前作出并保持
有效的任何声明、保证、承诺、承认及确认予以补救的权利。
3.3 投资者承认无法保证全球发售将会完成、不会延迟、不会终止或发售价将在公
开文件规定的示意性范围内，若因任何原因全球发售在预计的日期和时间延迟、
终止、未能进行或没有完成或根本无法完成，或如果发售价不在公开文件规定
的指示性范围内，公司、保荐人兼整体协调人或联席保荐人将不会对投资者承
担任何责任。投资者特此放弃，以因全球发售因任何原因按预计的时间及日期
延迟、终止、未能进行或未能完成或根本无法完成，或如果发售价不在公开文
件规定的指示性范围内为由，任何对公司、保荐人兼整体协调人及/或联席保荐
人或上述各方的附属公司、联属公司、高级管理人员、董事、监事、雇员、顾
问、人员、联系人、合伙人、代理及代表提出任何申索或诉讼的权利（如有）。
4.
交割
4.1 在第3条和本第4条的规限下，根据国际发售并作为国际发售的一部分，投资者
将以发售价认购投资者股份，并通过保荐人兼整体协调人、海通国际（和/或其
联属公司）以其作为国际发售相关部分的国际承销商代表的身份进行。据此，
投资者股份的认购将同时与国际发售按公司、保荐人兼整体协调人确定的时间
（上市日）和方式交割。
倘公司、保荐人兼整体协调人及联席保荐人认为公司在上市日无法遵守(a)上市
规则第8.08(3)条的规定（该条款规定于上市日期由公众人士持有的证券中由持
股量最高的三名公众股东实益拥有的百分比不得超过50%）；(b)上市规则第
8.08(1)条（被第 19A.13A条修订并取代）规定或联交所另行豁免的最低公众持
股量规定；及/或 (c) 上市规则第8.08A条（被第 19A.13C条修订并取代）规定的
最低自由流通量规定，公司、保荐人兼整体协调人及联席保荐人应有权以其唯
一及绝对酌情权调整投资者认购及/或收购的投资者股份数目的分配，以确保遵
守上市规则的规定。
4.2 不论投资者股份的交付时间和方式如何，投资者应不晚于上市日期前一个营业
日下午5:30以立即可用的港元资金通过电汇（向保荐人兼整体协调人、海通国
际通知投资人的港元银行账户）全数支付总投资额连同相关佣金和征费，其应
向保荐人兼整体协调人、海通国际于不迟于上市日期前一（1）个完整营业日书
面通知投资者的有关港元银行账户进行支付，并且不得作出任何扣除或抵销，
前述通知应（其中）包括付款账户详情和投资者根据本协议的应付总额。
4.3 若保荐人兼整体协调人自主确定所有或任何部分投资者股份将于晚于上市日期
的日期(“延迟交付日期”)交付，保荐人兼整体协调人应在 (i) 不迟于上市日期前
两个营业日，书面通知投资者将会延迟交付的投资者股份数目及 (i) 不迟于实际
延迟交付日期前两（2）个营业日，书面通知投资者延迟交付日期，但前提是，
延迟交付日期不应晚于可以行使超额配股权最后一日之后三(3)个营业日。保荐
人兼整体协调人的此类决定将对投资者具有决定性和约束力。如果投资者股份
将在延迟交付日期交付给投资者，则投资者仍应依照第4.2条的规定支付投资者
股份认购的款项。
4.4 在根据第4.2条妥为缴付投资者股份的款项的规限下，向投资者交付投资者股份
（视乎情况而定）应通过中央结算系统进行，方式是直接将投资者股份存入中
央结算系统，以寄存于中央结算系统投资者户口持有人账户或投资者于不迟于
上市日期前或根据第 4.3 条确定的延迟交付日期前三（3）个营业日书面通知保
荐人兼整体协调人及海通国际的中央结算系统股份账户。
4.5 在不影响第4.3条的前提下，投资者股份的交付亦可通过公司、保荐人兼整体协
调人、联席保荐人和投资者书面同意的任何其他方式进行，但前提是，投资者
股份的交付不晚于可以行使超额配股权最后一日之后三(3)个营业日，无论交付
该投资者股份的时间和方式如何。
4.6 若未能按本协议规定的时间和方式及时（不论全部或部分）收取或结算总投资
额款项和相关佣金和征费，公司、保荐人兼整体协调人及联席保荐人及海通国
际保留以其绝对酌情权决定终止本协议的权利，在此情况下，公司、保荐人兼
整体协调人及联席保荐人及海通国际的所有义务和责任应停止并终止（但不得
影响公司、保荐人兼整体协调人及联席保荐人及海通国际可能因投资者未能遵
守其于本协议项下的义务而对其享有的任何申索）。投资者在任何情况下均应
根据第6.6条全权负责并应赔偿各受偿方因投资者未能全数支付总投资额款项、
佣金和征费而可能蒙受或由其产生或与之相关的任何损失和损害赔偿，并确保
其不受损失且使其获全数赔偿（按照税后标准）。
4.7 若出现公司、保荐人兼整体协调人或联席保荐人及海通国际（视情况而定）无
法控制的情形，包括但不限于天灾，洪水，战争（不论宣战或未宣战），恐怖
主义，火灾，骚乱，叛乱，内乱，流行病或严重流行病（包括但不限于SARS,
H5N1, MERS and COVID-19），疾病的爆发、升级、变异或加重，灾难，危机，
公共秩序混乱，地震，海啸，火山喷发，其他自然疾病，敌对行动的爆发或升
级（不论宣战或未宣战），区域、国家或国际紧急状态，经济制裁，政治变化，
政府运作瘫痪，运输中断或延误或严重中断，罢工，停工，其他工业行动，电
力或其他供应的故障，飞机碰撞，技术故障，意外或机械或电力故障，计算机
故障或任何款项传输系统的故障或失败，禁运，劳动争议及任何现有或将来的
法律、法令、法规的变更，或任何现有或将来政府活动的变更或类似的情形，
从而阻止或延迟其履行本协议项下的义务，则公司、保荐人兼整体协调人和联
席保荐人及海通国际及其各自联属公司均不承担（无论共同或各自）未能或延
迟履行本协议项下义务的责任，公司、保荐人兼整体协调人和联席保荐人及海
通国际均有权终止本协议。
5.
投资者限制
5.1 在第5.2条的规限下，投资者同意并向公司、保荐人兼整体协调人及联席保荐人
及海通国际作出契诺和承诺，未经公司、保荐人兼整体协调人及联席保荐人及
海通国际事先书面同意，自上市日期（含上市日期）起六（6）个月期间（“禁
售期”）内任何时间，投资人将不会且将促使其联属公司不会直接或间接： (i) 以
任何方式处置任何相关股份或处置持有相关股份的任何公司或实体的任何权益，
或处置可转化为、可交换为、可行使为或代表能收到上述证券之权利的任何证
券，或同意、缔约或公开宣布拟进行该等交易；(i) 同意、订立协议或公开宣布
有意与任何第三方进行出售相关股份的交易； (i) 允许其最终实益拥有人层面
发生控制权变更（定义见证监会颁布的《公司收购、合并及股份回购守则》）；
或 (iv) 直接或间接进行任何与上述交易具有相同经济效果的交易。在本协议规定
的禁售期届满后，投资者可根据适用法律的要求自由处置任何相关股份，惟投
资者应在出售前以书面形式通知公司、保荐人兼整体协调人和联席保荐人，并
确保遵守所有适用法律。
5.2 在任何情况下，第5.1条所载任何内容不得阻止投资者将全部或部分相关股份转
让予投资者的任何全资附属公司，但：
(a) 不少于十（10）个工作日前向公司、保荐人兼整体协调人和联席保荐人
及海通国际发出有关转让的书面通知，其中包含相关附属公司的身份
（包括但不限于注册地、公司注册号和商业登记号）、其与投资者及其
附属公司的业务，以及公司、保荐人兼整体协调人及联席保荐人及海通
国际可能要求证明潜在受让人是投资者全资附属公司的令公司、联席保
荐人及保荐人兼整体协调人及海通国际满意的证据；
(b) 于有关转让前，该全资附属公司（向公司、保荐人兼整体协调人及联席
保荐人及海通国际并为其利益以令其满意的条款）作出书面承诺同意，
且投资者承诺促使该全资附属公司接受投资者于本协议项下的义务（包
括但不限于第5条中对投资者施加的限制）约束，视同该全资附属公司自
身承担该等义务和限制；
(c) 该全资附属公司应被视为已作出第6条所规定的相同承认、确认、声明、
承诺及保证；
(d) 投资者和该投资者全资附属公司就其持有的所有相关股份而言，应被视
作投资者，并应共同及各自承担本协议施加的所有义务和责任；
(e) 若于禁售期届满前任何时间，该全资附属公司不再属于或将不再属于投
资者的全资附属公司，其应（且投资者应促使该附属公司应）将其持有
的相关股份立即且（在任何情况下于不再属于投资者的全资附属公司之
前）完全并有效地转让予投资者或投资者另一家全资附属公司，该全资
附属公司应或经投资者督促应（向公司、保荐人兼整体协调人及联席保
荐人及海通国际并为其利益以令其满意的条款）作出书面承诺，同意受
投资者于本协议项下义务（包括但不限于本第5条中对投资者施加的限制）
的约束，并作出本协议下的相同承认、确认、声明、承诺及保证，视同
该全资附属公司自身承担该等义务和限制并且应连带承担本协议所施加
的全部责任及义务；及
(f) 该全资附属公司为 (i) 不是且将不会是美国人士，亦非受美国人士委托或
为美国人士利益购买相关股份；(i) 位于及将会位于美国境外，及(i) 依
据S条例收购离岸交易中的相关股份。
5.3 投资者同意并承诺，除经公司、保荐人兼整体协调人和联席保荐人及海通国际
事先书面同意外，投资者及其紧密联系人于公司全部已发行股本中（直接和间
接）持有的总持股量应一直低于公司全部已发行股本的10%（或者上市规则所
不时规定的用于定义“大股东”的其他百分比）且投资者及其密切联系人（定义
见上市规则）不会成为公司所指的核心关连人士。此外，投资者及其密切联系
人（定义见上市规则）在公司已发行股本总额中的合计（直接及间接）不应导
致持有公司证券股本的公众人士（根据《上市规则》的规定及(如适用)联交所
的豁免，包括但不限于《上市规则》第8.08条）（被第 19A.13A条修订并取代）
低于《上市规则》第8.08条（被第 19A.13A条修订并取代）所规定的百分比或
联交所可能批准并适用于公司的其他百分比。投资者同意，如果公司注意到上
述任何情况，将书面通知公司、联席保荐人和保荐人兼整体协调人。
5.4 投资者同意，投资者持有公司股本为以自营投资为基础，并同意经公司、保荐
人兼整体协调人及/或联席保荐人及海通国际提出合理要求后向公司、保荐人兼
整体协调人及联席保荐人及海通国际提供合理证明，表明投资者持有公司股本
是以自营投资为基础。投资者不得，且应促使其控股东、联系人及其各自实
益拥有人不得在全球发售中通过簿记建档程序提出H股（投资者股份除外）申
请或买卖指示或在香港公开发售中提出H股申请。
5.5 投资者及其联属公司、董事、监事、高级管理人员、雇员、联系人或代理不得
与公司、公司的控股东、任何其他集团成员或其各自联属公司、董事、监事、
高级管理人员、雇员或代理签订不符合或违反上市规则（包括上市指南第4.15
章或由香港监管机构颁布的书面指引）的任何安排或协议（包括但不限于任何
补充条款）。投资者进一步确认并承诺，其自身或其各自的联属公司、董事、
监事、高级管理人员、雇员、联系人或代理均未曾签订或将签订该等安排或协
议。
6.
确认、声明、承诺和保证
6.1 投资者共同并分别地向公司、保荐人兼整体协调人及联席保荐人及海通国际承
认、同意和确认：
(a) 公司、各保荐人兼整体协调人、各联席保荐人及海通国际及其他各整体
协调人分别及其各自的联属公司、董事、监事、高级管理人员、雇员、
代理、顾问、联系人、合伙人及代表未作出任何声明、保证或者承诺或
担保，全球发售将（于任何特定期间内）进行或完成或发售价将在公开
文件规定的指示性范围内，并且倘若全球发售因任何原因延迟、未能进
行或完成，或若发售价不在公开文件规定的指标范围内，上述人士概不
对投资者承担任何形式的责任。投资者特此放弃因全球发售因延迟或未
按预期日期和时间完成或未能完成，或如果发售价不在公开文件规定的
指示性范围内，对公司、保荐人兼整体协调人及联席保荐人及其各自的
联属公司任何索赔或诉讼的权利（如有）；
(b) 公开文件和全球发售的其他销售和路演材料须披露本协议及投资者背景
资料以及本协议项下拟进行的双方之间关系和安排，而公开文件和有关
其他销售和路演材料和公告将提述投资者，针对全球发售或在其他情况
下根据公司（清盘及杂项条文）条例和上市规则，本协议将尤其作为一
份重大合约，并须送交香港监管机构存档并于公司及联交所网站展示；
(c) 根据上市规则须向联交所提交或须在FINI上提交的有关投资者的资料将
按需要与本公司、联交所、证监会及该等其他监管机构分享，并将纳入
综合承配人名单并在 FINI 上向保荐人兼整体协调人披露；
(d) 发售价将仅根据相关承销协议及定价协议下的全球发售的条款和条件予
以确定，且投资者将无权对此提出任何反对；
(e) 投资者股份将由投资者通过保荐人兼整体协调人、海通国际及/或其各自
的联属公司以国际发售的国际承销商的国际代表的身份认购]；
(f) 投资者将接受限于公司组织章程或公司其他组织或章程文件、本协议
及任何适用法律的条款及条件的投资者股份；
(g) 投资者并非公司的现有股东、关连人士或联属公司，亦不代表上述任何
人士行事;
(h) 在本协议签订时或其前后或在此后但在国际发售交割前的任何时候，公
司、保荐人兼整体协调人、整体协调人及/或联席保荐人与一名或多名其
他投资者已订立或可能及/或建议订立类似的投资协议，作为国际发售的
一部分；
(i) 公司、保荐人兼整体协调人、整体协调人及联席保荐人或彼等各自的任
何附属公司、代理人、董事、监事、雇员或联属公司或参与全球发售的
任何其他方均不对收购投资者股份或与投资者股份的任何交易相关的税
务、法律、货币、经济或其他后果承担任何责任；
(j) 投资者股份尚未且不会根据证券法或美国任何州或其他司法管辖区的证
券法规予以登记且不得被发售、转售、质押或以其他方式在美国直接或
间接向美国人士或以任何美国人士之名义或为其利益转让，除非根据有
效的登记声明或豁免于证券法登记要求或交易无需遵守证券法登记要求，
也不得在任何其他司法管辖区或者以该等其他司法管辖区的任何人的名
义或为其利益而进行转让，除非获得该等其他司法管辖区的适用法律许
可；
(k) 投资者理解并同意投资者股份仅可 (A) 根据144规则或根据证券法项下其
他适用的豁免要求在美国境内进行转让；或 (B) 在“离岸交易”（定义见S
条例）中在美国境外按照S条例以及在各情况下根据美国任何州及任何
其他司法管辖区的适用证券法进行转让，任何代表投资者股份的任何股
票须附有大致包含上述意思的说明；
(l) 投资者理解，公司、保荐人兼整体协调人、联席保荐人、海通国际或任
何国际发售的国际承销商，针对证券法144A规则或证券法项下的任何其
他豁免规定是否适用于其后再发售、转售、抵押或转让投资者股份，概
无发表任何声明；
(m) 除第5.2条规定外，在附属公司持有任何投资者股份的情况下，只要该附
属公司在禁售期内持续持有任何投资者股份，则投资者需要促使该附属
公司保持投资者的全资附属公司的身份并继续坚持遵守本协议项下条款
及条件；
(n) 投资者已收到（及日后可能收到）的资料可能构成有关投资者投资（或
持有）投资者股份的重大非公开信息及/或内幕消息（如证券及期货条例
所界定），且其将 (i) 除了出于评价其于投资者股份之投资的惟一目的或
据法律要求而基于严格须知的标准向其联属公司、附属公司、董事、监
事、高级管理人员、雇员、顾问及代表（“授权接收者”）之外，其不会
向其他人披露该等信息，直至这些信息成为公开信息（非因投资者或其
各自的任何授权接收者过错的情况下）；(i) 且投资者尽其最大努力确保
其授权接收者（根据本6.1(o)条向其披露该等信息的人），除却基于严格
须知的标准向其他授权接收者披露以外，不会向其他任何人披露该等信
息；及 (i) 不会且将确保其授权接收者（根据本6.1(o)条向其披露该等信
息的人）不会，以可能违反有关该交易的美国、香港、中国或者任何其
他适用司法管辖区证券法（包括内幕交易规定）的方式直接或者间接购
买、销售或交易或以其他方式买卖公司或其联属公司或联系人的H股或
者其他证券或衍生品；
(o) 本协议、招股章程初稿及初步发售通函初稿所载的以保密方式提供予投
资者及/或代表的信息以及可能已经以保密方式提供予投资者或其代表的
任何其他材料（无论口头或书面）不得复制、披露、发送或传播给任何
其他人，且据此提供的信息和材料可能会变动、更新、修订及完成，且
投资者不应依赖该等材料确定是否投资投资者股份。为避免疑义：
(i) 招股章程初稿、初步发售通函初稿或可能已提供予投资者或其代
表的任何其他资料，在禁止该等要约、招揽或销售的司法管辖区
内，均不构成收购、购买或者认购任何证券的邀请或要约或招揽，
以及招股章程初稿或初步发售通函初稿所载任何内容或提供予投
资者或其代表的任何其他材料（无论口头或书面）均不构成任何
性质合约或承诺的基础；
(i) 不得基于初步发售通函初稿或招股章程初稿或可能已提供予投资
者或其代表的任何其他材料（无论口头或书面）作出或接收有关
认购、收购或购买任何H股或其他证券的要约或邀请；及
(i) 初步发售通函初稿或招股章程初稿或任何其他可能已提供（无论
以书面或口头方式）给投资者的任何其他资料，可能须在订立本
协议后进一步修订，且投资者不应依赖该等资料决定是否投资投
资者股份，且投资者在此同意该等修订（如有）并放弃其有关修
订（如有）的权利；
(p) 本协议共同或分别均不构成在美国或者任何其他认定该等要约为非法的
司法管辖区作出的证券销售的要约；
(q) 其已获提供其认为评估认购投资者股份利益和风险的所有必要或需要的
资料，并且已获得提问机会并得到了公司、保荐人兼整体协调人或联席
保荐人或海通国际关于公司、投资者股份或其认为评估认购投资者股份
利益和风险的所有必要或需要的其他有关事项的答复，而且公司已向投
资者或其代理提供了投资者或其代表要求的、与投资投资者股份有关的
所有文件和信息；
(r) 在作出投资决策时，投资者依赖于及仅将依赖公司发出的国际发售通函
所提供的信息，而非依赖公司或代表公司、保荐人兼整体协调人及/或联
席保荐人或海通国际（包括其各自的董事、监事、高级管理人员、雇员、
顾问、代理、代表、联系人、合伙人和联属公司）在本协议日期当日或
之前向投资者提供的任何其他信息，并且公司、保荐人兼整体协调人、
联席保荐人、海通国际及其他整体协调人和其各自的董事、监事、高级
管理人员、雇员、顾问、代理、代表、联系人、合伙人及联属公司对未
包含在国际发售通函中任何该等信息或资料的准确性或完整性概不作出
任何声明、保证或承诺，并且因投资者或其各自的董事、监事、高级管
理人员、雇员、顾问、代理、代表、联系人、合伙人及联属公司使用或
依赖国际发售通函中未包含的任何信息或资料或者因国际发售通函中未
包含任何信息，公司、保荐人兼整体协调人、联席保荐人、海通国际及
其他整体协调人和其各自的董事、监事、高级管理人员、雇员、顾问、
代理、代表、联系人、合伙人及联属公司概不对投资者或其各自的董事、
监事、高级管理人员、雇员、顾问、代理、代表、联系人、合伙人及联
属公司承担任何责任；
(s) 任何保荐人兼整体协调人、联席保荐人、海通国际、资本市场中介、其
它承销商及其各自的董事、监事、高级管理人员、雇员、附属公司、代
理、联系人、联属公司、代表、合伙人及顾问概无就投资者股份是否可
取、投资者股份认购、购买或发售，或就公司或其附属公司业务、经营、
前景、财务或其他方面的状况，或就与前述事宜有关的任何其他事项对
投资者作出任何保证、声明或者推荐；且除最终国际发售通函规定者外，
公司及其董事、监事、高级管理人员、员工、附属公司、代理、联系人、
联属公司、代表及顾问概无就投资者股份是否可取、投资者股份认购、
购买或发售，或就公司或其附属公司业务、经营、前景、财务或其他方
面的状况或就与前述事宜有关的任何其他事项对投资者作出任何保证、
声明或者推荐；
(t) 如投资者为或（直接或间接）将为相关股份实益拥有人或公司招股章程
显示投资者为相关股份实益拥有人，其在（直接或间接）处置该任何相
关股份时，将遵守本协议、上市规则或任何适用法律项下不时适用的所
有限制（如有）；
(u) 其已就公司及其附属公司及投资者股份及本协议中的投资者股份认购条
款自行作出调查，并就有关投资者股份的投资及其对投资者的合适性取
得其认为必要或适当或其他满足其自身（包括税务、监管、财务、会计、
法律、货币和其他方面）考量的（包括税务、监管、财务、会计、法律、
货币和其他方面）独立意见，并尚未依赖且将无权依赖就全球发售而由
或代表公司或任何保荐人兼整体协调人、联席保荐人、海通国际、其他
整体协调人、资本市场中介或承销商获得或进行（视情况而定）的任何
（包括税务、监管、财务、会计、法律、货币和其他方面的）意见、尽
职调查审查或调查或其他建议或支持，并且公司、保荐人兼整体协调人、
联席保荐人、海通国际、其他整体协调人、或其各自的联系人、联属公
司、董事、监事、高级管理人员、雇员、顾问或代表，或全球发售涉及
的任何其他方，对投资者股份认购的或关于投资者股份买卖的任何税务、
监管、财务、会计、法律、货币或其他经济或其他后果，概不承担任何
责任；
(v) 投资者理解目前就投资者股份并无公开市场存在且公司、保荐人兼整体
协调人、联席保荐人、海通国际、其他整体协调人、其各自的附属公司、
联属公司、董事、监事、高级管理人员、雇员、代理、顾问、联系人、
合伙人及代表或全球发售涉及的任何其他方不保证将会有投资者股份的
公开或活跃市场存在；
(w) 若全球发售延迟或终止或因任何原因未能完成，公司、保荐人兼整体协
调人、联席保荐人、海通国际、其他整体协调人或者其各自的任何联系
人、联属公司、董事、监事、高级管理人员、雇员、顾问、代理或代表
对投资者或其附属公司概不存在任何责任；
(x) 公司及保荐人兼整体协调人将有绝对酌情权改变或调整：(i) 全球发售下
发行的H股数量；及 (i) 香港公开发售及国际发售各自的H股数量；
(y) 投资者已同意，于不晚于上市日期前一个营业日下午5:30之前支付总投
资额及相关佣金和征费；
(z) 公司及保荐人兼整体协调人可以全权及绝对的权力酌情决定调整投资者
H股数目的分配，以符合上市规则的规定，包括 (1)第8.08(3)条（该条订
明，于上市日期公众持股中最多50%可由前三大公众股东实益拥有）；
- （被第 19A.13A条修订并取代）或联交所另行豁
免的公众持股量规定；及 (3) 上市规则第8.08A条（被第 19A.13C条修订
并取代）规定的最低自由流通量规定;
(a) 投资者未基于如下原因收购投资者股份，且投资者或任何其联属公司或
任何代其行事之人未曾且将来亦不会就投资者股份从事 (i) 任何定向销售
活动（定义见S条例），或 (i) 任何关于投资者股份的一般招揽或一般
广告（定义见证券法D条例502(c)规则）；
(b) 任何股份相关的交易须遵守适用法律，包括证券及期货条例、上市规则、
证券法及任何合资格证券交易所的任何其他适用法律下关于H股买卖的
限制；
(c) 公司将不会承认任何非按照本协议限制就相关股份进行的发售、出售、
质押或其它转让；及
(d) 投资者与公司、公司任何股东、保荐人兼整体协调人和/或联席保荐人、
海通国际及其他整体协调人之间不存在其他协议与全球发售相关的，除
本协议之外。
6.2 投资者进一步向公司、保荐人兼整体协调人及联席保荐人及海通国际作出以下
声明、保证和承诺：
(a) 其已根据其注册成立地的法律合法注册成立，并有效存在及信誉良好且
并无清算或清盘之申请、命令或生效的决议；
(b) 其具备接收及使用本协议下的信息（包括但不限于本协议、招股章程草
稿及初步发售通函草稿）的资格，并且不会违反适用于该等投资者的法
律或被要求于该等投资者所在的司法辖区注册或持有牌照；
(c) 其具备拥有、使用、租赁及经营其资产并开展其当前所开展的业务的合
法权利及授权；
(d) 其拥有签署和交付本协议，订立和执行本协议规定的交易并履行本协议
项下的义务要求的全部权力、授权和能力，并已采取一切行动（包括获
得所有任何政府和监管机构或第三方的必要同意、批准和授权），因此，
除第3.1条规定的条件外，其履行本协议项下的义务不受限于任何其他政
府和监管机构或第三方的任何同意、批准和授权；
(e) 本协议已经由投资者正式授权、执行和交付，并构成根据本协议条款可
对投资者强制执行的合法、有效和具有约束力的义务；
(f) 其已采取，及在本协议期间将采取所有必要行动，履行其在本协议项下
的义务并使本协议和本协议拟进行的交易生效，并遵守所有相关法律；
(g) 根据适用于投资者的任何相关法律以及投资者在本协议项下认购投资者
股份方面需要获得的所有同意、批准、授权、许可和注册（“批准”）均
已获得且具有完全效力且所有批准均不受任何未满足或履行的先决条件
约束；所有批准未被无效化、收回、撤回或搁置以及截至本协议签署之
日，所有批准尚未被无效化、收回、撤回或搁置，投资者也不知悉任何
可能导致批准被无效化、收回、撤回或搁置的事实或情况。 投资者进一
步同意并承诺，如果任何批准因任何原因被无效化、收回、撤回或搁置
或不再完全有效，将立即通知公司、保荐人兼整体协调人和联席保荐人
及海通国际；
(h) 投资者签署及交付本协议、投资者履行本协议、投资者股份的认购以及
接受交付投资者股份不会违反或导致投资者违反：(i) 投资者的公司组织
章程大纲及其细则或其他组织或章程文件或 (i) 投资者就本协议拟进行的
交易须遵守的任何司法管辖区的法律或就认购投资者股份在其他情况下
可能对投资者适用的法律或 (i) 对投资者具有约束力的任何协议或其他
文件或 (iv) 对该投资者有管辖权的任何政府机构的判决、命令或判令；
(i) 其已遵守且将遵守所有与认购投资者股份有关的具有管辖权地区的所有
适用法律，包括直接或间接通过公司、保荐人兼整体协调人及/或联席保
荐人及海通国际，按联交所、上交所、证监会、中国证监会及/或其他政
府、公共、货币或监管机构或部门和证券交易所（统称“监管机构”）的
要求及时间范围内，向该等监管机构提供或促成或促使提供适用法律或
该等监管机构不时要求的信息并接受且同意披露该等信息（包括但不限
于，(i) 投资者及其最终实益拥有人及/或最终负责提供有关投资者股份认
购指示的人士的身份信息（包括但不限于其各自的名称和注册地点）；
(i)本协议项下拟进行的交易（包括但不限于认购投资者股份的详情、投
资者股份数量、总投资额以及本协议项下的禁售限制）； (i)涉及投资
者股份的任何掉期安排或其他金融或投资产品及其详细信息（包括但不
限于认购者及其最终受益所有人以及该掉期安排或其他金融或投资产品
的提供者的身份信息） ）； 及/或(iv)投资者或其实益拥有人和联系人与
公司及其任何股东之间的任何关联关系（统称为“投资者相关信息”）。
投资者进一步授权公司、保荐人兼整体协调人、联席保荐人、海通国际
或其各自联属公司、董事、高级管理人员、员工、顾问及代表按监管机
构的要求向监管机构披露投资者相关信息及/或按上市规则或适用法律要
求或按任何相关监管机构要求在任何公开文件或其他公告或文件中进行
披露；
(j) 投资者各自在金融和业务方面拥有下列相关知识和经验：(i) 其能够评估
对投资者股份的潜在投资的利益和风险；(i) 其能够承担该投资的经济风
险，包括其对投资者股份投资造成的全盘损失；(i) 其已收到其认为对
决定是否投资投资者股份而言必要或适当的全部资料；及 (iv) 其在投资
类似发展阶段的公司的证券交易方面拥有丰富经验；
(k) 其正常业务为购买或销售股份或公司债券或其为一名专业投资者。签订
本协议，其就协议包含的交易而言，并非任何保荐人兼整体协调人、海
通国际、资本市场中介或联席保荐人的客户；
(l) 投资者基于专有投资以其自己名义认购投资者股份，作投资目的，而非
旨在分派由其根据本协议认购的任何投资者股份，该投资者无权提名任
何人成为公司的董事、监事或高级管理人员；
(m) 其在美国境外在S条例所定义的“离岸交易”中认购投资者股份，且其并
非美国人士；
(n) 投资者认购投资者股份的交易根据证券法豁免或无须遵守注册要求；
(o) 投资者及其实益拥有人及/或联系人 (i) 为独立于公司的第三方；及 (i) 非
为公司的关连人士（定义见上市规则）或其联系人，且投资者认购投资
者股份不应构成一项“关连交易”（定义见上市规则）且亦不会导致投资
者及/或其实益拥有人成为公司的一名关连人士（定义见上市规则），无
论投资者与可能签订（或已签订）本协议所述的任何其他协议的任何其
他方之间有任何关系，并紧随交割后就公司控制权将独立于任何关连人
士并不与任何关连人士一致行动（定义见证监会颁布的《公司收购、合
并及股份回购守则》）；(i) 有足够的财务能力满足本协议项下的所有
义务；(iv)未直接或间接受(a)公司的任何核心关连人士（定义见上市规
则）或(b)公司、公司的任何董事、最高行政人员、控股东、主要股东
或现有股东或公司的任何附属公司，或其各自的任何紧密联系人（定义
见上市规则）的资助、资金或支持，其就公司证券的收购、出售、投票
或任何其他处置并非惯常接受且并未接受彼等人士的指示；及(v)除非已
向公司、联席保荐人及保荐人兼整体协调人、海通国际另行书面披露，
否则与公司或其任何股东不存在关联关系；
(p) 投资者将使用自有资金认购投资者股份，并且其尚未且不打算获得贷款
或其他形式的融资来履行其在本协议项下的付款义务；
(q) 投资者、其实益拥有人及/或联系人均非任何全球发售的保荐人兼整体协
调人、联席保荐人、海通国际、簿记管理人、牵头经办人、资本市场中
介、全球发售的承销商、牵头经纪或任何分销商的“关连客户”，且不属
于上市规则附录F1（《股本证券的配售指引》）所述人士类别。“关连
客户”、“牵头经纪”和“分销商”均具有上市规则附录F1（股本证券的配售
指引）所赋予的含义；
(r) 投资者账户并非由相关交易所参与者（定义见上市规则）按照全权委托
管理投资组合协议管理。“全权委托管理投资组合”一词应具有上市规则
附录F1（股本证券的配售指引）所赋予的含义；
(s) 投资者、投资者的实益拥有人或其各自的联系人均非公司董事（包括过
去12个月内担任董事）、监事或公司现有股东或其联系人或上述任何人
士的提名人；
(t) 除先前书面通知联席保荐人、保荐人兼整体协调人、海通国际外，投资
者或其实益拥有人均不属于 (a) 联交所的FINI 承配人名单模板中所载或
须在FINI界面或按上市规则有关承配人的信息的要求所须披露之的任何
承配人类别（“基石投资者”除外）；或 (b) 根据上市规则（包括上市规则
第12.08A条）须在公司的配发结果公告中注明的任何承配人类别；
(u) 投资者尚未与且将不会与任何“分销商”（定义见S条例）就分销H股订
立任何合约安排，除非与其联属公司订立合约，或事先获得公司书面同
意；
(v) 投资者股份的认购将遵守上市规则附录F1（股本证券的配售指引）及上
市指南第4.15章及证监会发出的指引，且不会存在任何会导致公司、联
席保荐人及/或保荐人兼整体协调人、海通国际及其他整体协调人违反该
等条文的行为；
(w) 投资者或其任何联属公司、董事、监事、高级管理人员、雇员、代理或
代表，均未通过补充条款或其他方式接受公司、任何集团成员或其各自
的联属公司、董事、监事、高级管理人员、雇员、代理或代表在全球发
售中提供的任何直接或间接利益或者签订关于上述事项的任何协议或安
排，或者以其他方式从事不符合或违反上市指南第4.15章的任何行为或
活动；
(x) 投资者、其各自实益拥有人及/或联系人均不可使用由公司、其附属公司
或公司的关连人士、任何一位保荐人兼整体协调人、联席保荐人，或由
全球发售的任何一位承销商或资本市场中介（直接或间接）进行的融资
认购本协议项下的投资者股份；投资者及其各个联系人（如有）独立于
且与已参与或将参与全球发售的其他投资者及其任何联系人均无关联；
(y) 投资者或其附属公司、董事、监事、高级管理人员、雇员或代理人与公
司、公司的控股东或集团任何成员及其各自的附属公司、董事、监事、
高级管理人员、雇员和代理人之间概无订立任何与上市规则（包括上市
指南第4.15章）不一致的协议或安排，包括任何附函；
(z) 除本协议规定的情况外，投资者尚未与任何政府机构或任何第三方就任
何投资者股份达成任何安排、协议或承诺；
(a) 除之前以书面形式向公司、联席保荐人及保荐人兼整体协调人、海通国
际披露的情况外，投资者、其实益拥有人及/或联系人尚未达成也不会达
成任何掉期安排或其他涉及投资者股份的金融或投资产品；
(b) 除根据本协议外，投资者或其任何控股东、联系人及其各自的实益所
有人均未就全球发售项下的任何H股提出申请或通过累计投标询价程序
下订单；及
(c) 投资者及其紧密联系人（定义见上市规则）于公司全部已发行股本中持
有的总持股量（直接或间接）不得导致公众人士（定义见上市规则）持
有公司的总证券量低于上市规则要求的比例或联交所批准的其他比例。
6.3 投资者向公司、保荐人兼整体协调人及联席保荐人及海通国际声明与保证，附
表二所载有关其自身及其作为一家成员公司的集团公司的说明及所有向监管机
构及/或公司、联席保荐人、保荐人兼整体协调人及海通国际及其各自的联属人
提供或按前述人士要求提供的投资者相关信息在所有方面均属真实、完整、准
确并不存在误导。在不影响第6.1(b)条规定的情况下，投资者不可撤销地同意将
其名称和本协议（包括附表二所载）的全部或部分说明提及并载入全球发售的
公开文件、销售及路演材料，及（只要公司、保荐人兼整体协调人及联席保荐
人或海通国际全权认为需要）由公司、保荐人兼整体协调人及/或联席保荐人或
海通国际可能发布或代表其发布的该类其他公告或公示文件。投资者承诺尽快
提供与其本身、其所有权（包括最终实益所有权）及/或公司、保荐人兼整体协
调人或联席保荐人或海通国际可能合理要求的有关的其他资料及/或证明文件，
以确保其遵守适用法律及/或公司或证券登记及/或主管的监管机构（包括联交所、
证监会和中国证监会）的要求。
6.4 投资者在此同意，在审查公开文件初稿及不时提供给投资者的关于全球发售的
其他销售材料中对其自身及其作为一家成员公司的集团公司的说明，并根据投
资者合理要求（如有）加以修改之后，投资者应被视为保证对其自身与其作为
一家成员公司的公司集团的相关说明在所有方面均属真实、准确、完整且不存
在误导，并同意，如果其中的任何保证、承诺、陈述或确认不再准确和完整，
或在任何方面产生误导，将立即以书面形式通知公司、保荐人兼整体协调人和
联席保荐人及海通国际。
6.5 投资者理解，第6.1和6.2条中的保证、承诺、声明、同意、确认及承认应根据
（其中包括）香港法律及美国证券法的要求作出。投资者确认，公司、保荐人
兼整体协调人、联席保荐人、海通国际、其他整体协调人、资本市场中介、承
销商及其各自的附属公司、代理、联属公司和顾问、以及其他人士将依赖第6.1
和6.2条所载的投资者保证、承诺、声明、同意、确认及承认的真实性、完整性
和准确性，且其同意，若第6.1和6.2条中的任何保证、承诺、声明、同意、确认
及承认在任何方面不再准确或完整或存在误导，将立即书面通知公司、保荐人
兼整体协调人和联席保荐人及海通国际。
6.6 对于可能以任何方式对任何受偿方提出或提起的与投资者股份认购及其项下的
交易、投资者股份或本协议有关的（包括由投资者或其高级管理人员、董事、
监事、雇员、员工、联属公司、代理、代表、联系人或合伙人违反或涉嫌违反
本协议或本协议项下的任何作为或不作为或涉嫌的作为或不作为）任何及全部
损失、成本、费用、申索、行动、责任、法律程序或损害赔偿以及受偿方可能
就因前述各项提起的或由前述各项引起的与之有关的任何申索、行动或法律程
序或在该等申索、行动或法律程序的争议或抗辩中蒙受或招致的任何及所有成
本、费用、损失或开支，投资者同意并承诺投资者将按要求向公司、保荐人兼
整体协调人、联席保荐人、海通国际、其他整体协调人、资本市场中介及全球
发售的承销商，各自为其自身以及受托为其各自的联属公司，任何在证券法意
义上对其有控制权的人，及其各自的高级管理人、董事、监事、雇员、员工、
联系人、合伙人、代理和代表（合称为“受偿方”）作出全额及有效的补偿，并
保证他们不承担任何责任（按照税后标准）。在所有情况下，本第6.6条在本协
议终止后继续有效。在任何情况下，本协议第 6.6 条的规定在本协议终止后仍然
有效。
6.7 投资者根据第6.1条、第6.2条、第6.3条、第6.4条、第6.5条及第6.6条（视乎情
况而定）作出的承认、确认、声明、保证和承诺应被理解为单独的承认、确认、
声明、保证或承诺，且应被视为于上市日期及（若适用）延迟交付日期重复作
出，并在本协议签署和履行后以及全球发售交割后继续有效。
6.8 公司声明、保证并承诺：
(a) 公司是按照其成立地法律正式成立和有效存续的企业；
(b) 公司拥有充分权力、授权和能力订立本协议和履行其于本协议项下的义
务，并已采取所需的一切行动；
(c) 受限于第4.2条规定的付款及第5.1条规定的禁止期限，当投资者股份根
据第4.4条交付予投资者时应为全额缴足股款、自由转让并不设有任何购
股权、留置、押记、按揭、抵押、申索、衡平权益、产权负担和其他第
三方权利，并与当时发行和将于联交所上市的H股享有同等权益；
(d) 公司及其控股东（定义见上市规则）、集团任何成员公司及其各自的
联属公司、董事、监事、高级管理人员、雇员和代理并无与投资者或其
联属公司、董事、监事、高级管理人员、雇员或代理订立任何协议或安
排（包括任何不符合上市规则（包括上市指南第4.15章）的补充条款）；
及
(e) 除本协议规定外，公司或集团任何成员公司或其各自的任何联属公司、
董事、监事、高级管理人员、雇员或代理均未就任何投资者股份与任何
政府机构或任何第三方达成任何安排、协议或承诺 。
6.9 公司承认、确认并同意，投资者将依赖国际发售通函所载资料，且投资者与在
国际发售中购买H股的其他投资者就国际发售通函享有相同的权利。
6.10 公司承认、确认并同意，如果因公司违反本协议或本协议项下的声明、保证、
承诺和确认而给投资者造成任何直接损失，公司将承担相应的违约损害赔偿责
任。
7.
终止
7.1 本协议可在下列情况下终止：
(a) 根据第3.2或4.6或4.7条终止本协议；
(b) 如投资者或投资者之全资附属公司(如投资者股份已根据上述第5.2条转
让)在国际发售交割之日或延迟交付日期（如适用）当日或之前严重违反
本协议（包括严重违反投资者在本协议项下的声明、保证、承诺和确
认），（尽管有任何与本协议相反的规定），仅公司或各保荐人兼整体
协调人和联席保荐人及海通国际可终止本协议；或
(c) 经所有各方书面同意终止本协议。
7.2 在不影响第7.3条的情况下，如本协议按照第7.1条终止，各方无义务继续履行
其各自在本协议项下的义务（下文第8.1条规定的保密义务除外），在不影响在
该终止时或之前任何一方就本协议条款已对其他方产生的权利或责任的情况下，
各方在本协议项下的权利和责任（第6.6条及第11条规定的权利和责任除外）应
终止，任何一方不得向任何其他各方提出任何申索。
7.3 尽管本协议终止，第6.6条、投资者提供的赔偿和本协议中的相关条款，以及第
9.1条、第11条、第12条、第13条及第14条仍然有效。
8.
公布和保密
8.1 除本协议另有规定外，未经其他各方事先书面同意，任何一方不得披露与本协
议、本协议拟进行的交易或涉及公司、保荐人兼整体协调人、联席保荐人和及
海通国际和投资者的任何其他安排有关的资料。但是，尽管有上述规定，任何
一方可在下列情况下就本协议作出披露：
(a) 本协议可向联交所、证监会、中国证监会及/或对公司、保荐人兼整体协
调人及/或联席保荐人及海通国际有监管权的任何其他监管机构披露，投
资者背景以及公司和投资者之间的关系可在公司将发出或代表其发出的
公开文件以及公司、保荐人兼整体协调人及/或联席保荐人及海通国际就
全球发售将发出或代表其发出的销售、路演材料及其他公告中说明；
(b) 本协议可向各方的法律和财务顾问、审计师、其它顾问、联属公司、联
系人、董事、监事、高级管理人员及相关雇员、代表及代理披露，但仅
限于上述人员需要知道的范围内，但该方应 (i) 促使该方的该等法律、财
务及其他顾问、联属公司、联系人、董事、监事、高级管理人员及相关
雇员、代表及代理均获悉并遵守本协议所载的所有保密义务，及 (i) 就该
方的该等法律、财务及其他顾问、联属公司、联系人、董事、监事、高
级管理人员及相关雇员、代表及代理违反保密义务而承担责任；及
(c) 任何一方按任何适用法律、对该方有管辖权的任何政府机构或组织（包
括联交所、证监会及中国证监会）、证券交易所规则（包括根据公司
（清盘及杂项条文）条例和上市规则将本协议作为重大合约送交香港公
司注册处登记并提供本协议作为展示文件）或任何主管政府机构的任何
具有约束力的判决、命令或要求的规定可以其他方式作出披露。
8.2 投资者不得就本协议或任何本协议相关事宜作出其他提及或披露，除非投资者
已就该等披露的原则、形式及内容事先征求公司、保荐人兼整体协调人及联席
保荐人及海通国际的事先书面同意。
8.3 公司应尽合理努力于发布前提供任何在公开文件中有关本协议、公司和投资者
之间的关系和关于投资者的基本背景资料，供投资者审阅。投资者均应配合公
司、保荐人兼整体协调人及联席保荐人及海通国际，以确保该等公开文件提及
的内容系属真实、完整、准确且不存在误导，且没有在公开文件中省略重要信
息，并及时向公司、保荐人兼整体协调人和联席保荐人及海通国际及其各自的
律师提出意见并提供验证文件。
8.4 投资者承诺，就第8.1条所述任何披露的准备，及时提供合理所需的全部协助
（包括提供公司、保荐人兼整体协调人或联席保荐人或海通国际合理要求的与
其本身、其所有权（包括最终实益所有权及与公司的关系）、及/或在其他方面
与本协议提及事项相关的进一步信息及/或支持文件），以 (i) 在本协议日期后更
新公开文件中的有关投资者的描述并验证该等提及内容，并 (i) 使公司、保荐人
兼整体协调人及联席保荐人或海通国际遵守适用的公司或证券登记规定及/或主
管监管机构（包括联交所、证监会、中国证监会）提出的要求。
9.
通知
9.1 所有本协议项下的通知均应以英文或中文书面形式作出，并以第9.2条规定的方
式送达至以下地址：
若送达公司：
地址： 上海市闵行区申长路虹桥绿谷B幢309室
邮件： liuliting@sic.c
收件人： 刘丽婷
若送达投资者：
地址： 济南市历下区解放东路3号
传真： 86107550
邮件： zhengxy@jinanenergy.cn
收件人： 郑旭阳（15866723250）
若送达中金：
地址： 香港中环港景街1号国际金融中心第一期29楼
邮件： IB_PJ_216@cic.com.cn
收件人： Project 216 deal team
若送达中信证券：
地址： 香港皇后大道88号太古广场一座18层
邮件： project_216@clsa.com
收件人： 中信里昂 Project 216 团队
若送达中信里昂：
地址： 香港皇后大道88号太古广场一座18层
邮件： project_216@clsa.com
收件人： 中信里昂 Project 216 团队
若送达海通国际：
地址： 香港德辅道中189号李宝椿大厦22楼
邮件： project.216@htisec.com
收件人： Project 216 deal team
9.2 本协议项下的任何通知均应由专人送递或电子邮件或以传真（如适用）或邮寄
（预付邮资）形式发送。任何通知通过专人送递的，视为在交付时送达；以传
真形式发送的，视为在收到传送确认书时送达；以电子邮件发送，如发件人传
送后未收到电子邮件未送达的消息；以预付邮资邮寄方式寄送的，在无证据表
明提早收到时，视为在寄出后48小时（若为航空邮寄则寄出后六天）送达。任
何通知在非营业日送达的应视为在该日期之后的下一个营业日送达。
10.
一般条款
10.1 各方均确认并声明，本协议已由其正式授权、签署并交付，并构成其合法、有
效且具有约束力的义务，并按照协议条款具有强制执行力。除公司就实施全球
发售可能要求的有关同意、批准和授权外，各方在履行各自在本协议项下的义
务时均无需取得其公司、股东或其他同意、批准或授权。各方均进一步确认其
能够履行本协议项下的责任。
10.2 除明显错误，公司、保荐人兼整体协调人及联席保荐人真诚地就投资者股份数
目和发售价及投资者根据本协议第4.2条需支付的金额所作的计算和确定，就本
协议而言，应为有决定性和约束力。
10.3 本协议规定的联席保荐人及保荐人兼整体协调人及海通国际的责任为个别的
（而非共同，或共同连带）责任。联席保荐人或保荐人兼整体协调人或海通国
际均不因任何其他联席保荐人或保荐人兼整体协调人或海通国际未履行其在本
协议项下的各自责任而承担法律责任，且该等未履行不应影响任何其他联席保
荐人或保荐人兼整体协调人或海通国际强制执行本协议条款的权利。尽管有上
述规定，在适用法律允许的范围内，各联席保荐人及保荐人兼整体协调人及海
通国际应有权单独或与其他联席保荐人及保荐人兼整体协调人及海通国际共同
强制执行其在本协议项下任何或全部权利。
10.4 就本协议及本协议项下的交易而言或与本协议有关的需要或可能需要向第三方
发出的任何通知或第三方的任何同意及/或批准等方面，投资者、公司、保荐人
兼整体协调人及联席保荐人及海通国际应予以配合。
10.5 本协议任何变更或修改在以书面形式作出并经所有各方或其代表签字后方可生
效。为避免疑义，对本协议的任何变更或修改均无需事先通知非本协议一方的
任何人或获得其同意。
10.6 本协议将仅以简体中文签署，以中文版本为准。
10.7 除相关各方书面同意的情况外，各方应承担各自在本协议项下产生的法律和专
业费用、成本或开支，但本协议项下拟进行交易所产生的印花税应由有关的转
让方/卖方以及相应的受让方/买方按相同份额承担。
10.8 时间是本协议的关键，但本协议中提及的任何时间、日期或期限均可通过各方
之间共同的书面协议予以延长。
10.9 即使按照第4条完成交割，本协议所有条款在能够获履行或遵守的情况下应持续
拥有完全效力和作用，但有关当时已履行的事项除外，且除非该等条款经各方
书面同意终止。
10.10 本协议构成各方之间与投资者投资公司相关的完整协议和谅解备忘录。本协议
将取代各方此前达成的与协议标的相关所有书面或口头承诺、保证、担保、声
明、通讯、谅解备忘录和协议。
10.11 在本第10.11条中另有规定的范围内，任何非本协议一方的人无权享有任何根据
合约（第三者权利）条例强制执行本协议任何条款的权利，但这不影响第三方
在合约（第三者权利）条例外存在或可获得的权利或救济：
(a) 受偿方可如同本协议一方以相同的程度强制执行和依赖第6.6条。
(b) 各整体协调人可强制执行(i)第6 条；及(i)本协议任何其他赋予该等整体
协调人权益的条款（但应在如同其为本协议一方的相同范围内）。
(c) 本协议的终止、撤销及本协议任何条款的修改、变更或放弃无需第
10.11(a)及10.11(b)条所述之人的同意。
10.12 各保荐人兼整体协调人及各联席保荐人及海通国际均有权且在此获授权按其认
为适当的方式和条件（无论是否完成正式手续，也无需按规定就该转授向公司
或投资者事先发出通知），将其全部或任何相关权利、义务、权力和自由裁量
权转授予其一家或多家联属公司。尽管有任何上述转授，对获转授相关权利、
义务、权力及/或自由裁量权的任何联属公司的作为和不作为，该保荐人兼整体
协调人或联席保荐人根据本款仍须承担责任。
10.13 任何一方延迟或未能（全部或部分）行使或强制执行本协议或法律给予的任何
权利均不得视为放弃或豁免权利，也不得以任何方式限制该方进一步行使或强
制执行该权利或其他任何权利的能力，且单独或部分行使任何该权利或救济不
得排除其他或进一步行使该权利或救济或行使任何其他权利或救济。本协议规
定的权利、权力及救济是累积性的，并不排除任何权利、权力和救济（无论是
否依据法律或其他规定）。除非以书面形式作出并由放弃方签署，否则任何对
向对方追究违约责任的放弃均属无效，也不得暗示有该等放弃。
10.14 如任何时候，本协议任何条款在其任何方面，于任何司法管辖区的法律下，属
非法、无效或不可强制执行，不应影响或有损：
(a) 本协议任何其他条款在有关司法管辖区的合法性、有效性或可强制执行
性；或
(b) 本协议该条款或任何其他条款在任何其他司法管辖区法律下的合法性、
有效性或可强制执行性。
10.15 本协议仅对各方及其各自的继承人、执行人、管理人、继任者及被许可的受让
人具有约束力，且仅为各方及其各自的继承人、执行人、管理人、继任者和被
许可受让人的利益而适用，任何其他人均不得根据或凭借本协议取得或拥有任
何权利。除内部重组或重整外，任何一方均不得让与或转让本协议中的全部或
任何部分利益、权益或权利。本协议项下的义务不得转让。
10.16 在不损害其他各方就其蒙受的所有损失和损害向投资者提出申索的所有权利的
前提下，倘若投资者在上市日期当日或之前出现任何违反保证的行为，虽有与
本协议相反的规定，公司、保荐人兼整体协调人及联席保荐人及海通国际有权
解除本协议，且各方在本协议项下的所有义务应立即终止。
10.17 每一方均向其他方承诺，其应签署并履行，且促使他方签署并履行本协议条款
生效所需的其他文件和行动。
10.18 每一方不可撤销且无条件地同意，可以通过附加电子签名的方式签署本协议，
前提是遵守适用法律，并且所使用的方法可靠且适合于传达文件中包含的信息
的目的。
11.
管辖法律和管辖权
11.1 本协议及各方之间的关系受香港法律的管辖并据香港法律解释。
11.2 因本协议或其违约、终止或无效产生或与之有关的任何争议、争端或索赔（“争
议”）均应根据提交仲裁申请之日有效的香港国际仲裁中心机构仲裁规则通过仲
裁解决。仲裁地为香港，仲裁程序的管辖法律为香港法。应有三名仲裁员，仲
裁程序用语为英语。仲裁庭的判定和裁决是终局的，且对各方均具约束力，可
在拥有管辖权的任何法院录入并强制执行，及各方不可撤销地及无条件地放弃
任何及所有任何形式的向任何司法当局提出上诉、复核或追索的权利（只要该
等放弃可有效作出）。尽管有前述规定，各方有权于任命仲裁庭之前从具有司
法管辖权的法院寻求临时禁令救济或其他临时救济。在不影响国家法院管辖下
可获得的临时救济的情况下，仲裁庭应有充分权限授予临时救济或命令各方请
求法院修改或撤销由该法院发出的任何临时或初步救济，及作出任何一方未能
遵守仲裁庭命令的损害赔偿裁决。
12.
豁免
12.1 如果在任何司法管辖区的任何法律程序（包括但不限于仲裁程序）中，投资者
已经或可以（基于主权或皇室地位或其他理由）为其自身或其资产、财产或收
入主张对以下各项的任何豁免权：诉讼、起诉、程序或其他法律流程（包括但
不限于仲裁程序），抵销或反诉，任何法院的司法管辖权，送达程序，任何判
决、决定、裁定、命令或裁决（包括但不限于任何仲裁决）的辅助程序或协
助执行，或对任何判决、决定、裁定、命令或裁决（包括但不限于任何仲裁
决）提供任何救济或强制执行的其他诉讼、起诉或程序，或如果在任何该等程
序中可能有归因于其本身或其资产、财产或收入的任何该等豁免（无论是否主
张），则各投资者特此不可撤销且无条件地放弃并同意不就该等程序申请或主
张任何该等豁免。
13.
协议副本
13.1 本协议一式多份，由各方签署单独副本。每份副本均视为正本，但所有副本共
同构成一份相同的法律文书。通过电子邮件附件（PDF）或者传真方式发送本
协议已签署副本的签字页，应视为有效的交付方式。
何兆邦
董事总经理
CORNERSTONE INVESTMENT AGREMENT
August 7, 2025
SIC CO., LTD.
(
山东天岳先进科技股份有限公司
)
AND
MIRAE ASET SECURITIES (HK) LIMITED
AND
CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED
AND
CITIC SECURITIES (HONG KONG) LIMITED
AND
CLSA LIMITED
AND
HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED
AND
BOCI ASIA LIMITED
i
TABLE OF CONTENTS
Clause Page
1. Definitions and interpretations . 2
2. Investment . 7
3. Closing conditions . 8
4. Closing . 10
5. Restrictions on the Investor . 12
6. Acknowledgements, representations, undertakings and waranties . 14
7. Termination . 26
8. Anouncements and confidentiality . 26
9. Notices . 27
10. General . 29
11. Governing law and jurisdiction . 31
12. Imunity . 31
13. Counterparts . 32
Schedule 1 Investor Shares . 1
Schedule 2 Particulars of the Investor . I
THIS AGREMENT (this “Agrement”) is made on August 7, 2025
BETWEN:
- , Ltd. (山东天岳先进科技股份有限公司), a joint stock company established
in the PRC with limited liability, whose registered ofice is at No. 99, South Tianyue
Road, Huaiyin District, Jinan City, Shandong, PRC (the “Company”);
(2) Mirae Aset Securities (HK) Limited a company incorporated in Hong Kong whose
registered ofice is at Units 8501 & 8507-08, Level 85, International Comerce Centre,
1 Austin Road West, Kowlon, Hong Kong (the “Investor”);
- /F, One
International Finance Centre, 1 Harbour View Stret, Central, Hong Kong (“CIC”);
- /F, One Pacific Place, 88 Quensway,
Hong Kong (“CITIC”);
- /F, One Pacific Place, 88 Quensway, Hong Kong (“CLSA”);
(CIC and CITIC the “Joint Sponsors”, and each a “Joint Sponsor”, and CIC and
CLSA, the “Sponsor-OCs”, and each a “Sponsor-OC”)
- /F Li Po Chun Chambers, 189
Des Voeux Road Central, Hong Kong (“Haitong International”); and
- /F, Bank of China Tower, 1 Garden Road, Hong Kong
(“BOCI”).
WHEREAS:
(A) The Company has made an aplication for listing of its H Shares (as defined below) on
the Stock Exchange (as defined below) by way of a global ofering (the “Global
Ofering”) comprising:
(i) a public ofering by the Company for subscription of 4,774,600 H Shares (as
defined below) by the public in Hong Kong (the “Hong Kong Public
Ofering”); and
(i) a conditional placing of 42,971,100 H Shares outside the United States to
investors (including placing to profesional and institutional investors in Hong
Kong) in ofshore transactions in reliance on Regulation S under the Securities
Act (as defined below) or another available exemption from registration under
the Securities Act (the “International Ofering”).
(B) CIC and CITIC are acting as the joint sponsors of the Global Ofering. CIC, CLSA,
Haitong International, BOCI and UOB Kay Hian (Hong Kong) Limited are acting as
the overal cordinators and capital market intermediaries of the Global Ofering.
(C) The Investor wishes to subscribe for the Investor Shares (as defined below) as part of
the International Ofering, subject to and on the basis of the terms and conditions set
out in this Agrement.
IT IS AGRED as folows:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agrement, including its recitals and schedules, each of the folowing words,
terms and expresions shal have the folowing meanings:
“afiliate” in relation to a particular individual or entity, unles the context otherwise
requires, means any individual or entity which directly or indirectly, through one or
more intermediaries, controls, or is controled by, or is under comon control with, the
individual or entity specified. For the purposes of this definition, the term “control”
(including the terms “controling”, “controled by” and “under comon control with”)
means the posesion, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise;
“AFRC” means the Acounting and Financial Reporting Council of Hong Kong;
“Agregate Investment Amount” means the amount equal to the Ofer Price
multiplied by the number of Investor Shares;
“Aprovals” has the meaning given to it in clause 6.2(g);
“asociate/close asociate” shal have the meaning ascribed to such term in the Listing
Rules and “asociates/close asociates” shal be construed acordingly;
“Brokerage” means brokerage calculated as 1% of the Agregate Investment Amount
as required by paragraph 7(1) of the Fes Rules (as defined under the Listing Rules);
“busines day” means any day (other than Saturday, Sunday or a public holiday in
Hong Kong) on which licensed banks in Hong Kong are generaly open to the public in
Hong Kong for normal banking busines and on which the Stock Exchange is open for
the busines of dealing in securities;
“CAS” means the Central Clearing and Setlement System established and operated
by The Hong Kong Securities Clearing Company Limited;
“Closing” means closing of the subscription of the Investor Shares in acordance with
the terms and conditions of this Agrement;
“CMI(s)” means capital market intermediary(ies) as defined under the Code of Conduct
for bok-building and placing activities in equity capital market transactions.
“Code of Conduct” means the Code of Conduct for Persons Licensed by or Registered
with the Securities and Futures Comision, as amended, suplemented or otherwise
modified from time to time;
“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws
of Hong Kong), as amended, suplemented or otherwise modified from time to time;
“Companies (Winding Up and Miscelaneous Provisions) Ordinance” means the
Companies (Winding Up and Miscelaneous Provisions) Ordinance (Chapter 32 of the
Laws of Hong Kong) as amended, suplemented or otherwise modified from time to
time;
“conected person/core conected person” shal have the meaning ascribed to such
term in the Listing Rules and “conected persons/core conected persons” shal be
construed acordingly;
“conected relationship” shal have the meaning ascribed to such term and as
construed under the CSRC Filing Rules;
“Contracts (Rights of Third Parties) Ordinance” means the Contracts (Rights of
Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) as amended,
suplemented or otherwise modified from time to time;
“controling shareholder” shal, unles the context otherwise requires, have the
meaning ascribed to such term in the Listing Rules and “controling shareholders”
shal be construed acordingly;
“CSRC” means the China Securities Regulatory Comision of the PRC;
“CSRC Filing Rules” means the Trial Administrative Measures of Overseas Securities
Ofering and Listing by Domestic Companies (境内企业境外发行证券和上市管理
试行办法) and suporting guidelines isued by the CSRC, as amended, suplemented
or otherwise modified from time to time;
“CSRC Filing Report” means the filing report of the Company in relation to the Global
Ofering, including any amendments, suplements and/or modifications thereof, to be
submited to the CSRC pursuant to Article 13 of the CSRC Filing Rules;
“CSRC Filings” means any and al leters, filings, corespondences, comunications,
documents, responses, undertakings and submisions in writing, oraly or in any form,
including any amendments, suplements and/or modifications thereof, made or to be
made to the CSRC, relating to or in conection with the Global Ofering pursuant to
the CSRC Filing Rules and other aplicable laws, regulations and requirements of the
CSRC (including, without limitation, the CSRC Filing Report);
“Delayed Delivery Date” means, subject to the underwriting agrements for the Hong
Kong Public Ofering and the International Ofering being entered into and having
become unconditional and not having ben terminated, such later date as the Sponsor-
OCs, Haitong International and BOCI shal notify the Investor in acordance with
clause 4.3;
“dispose of” includes, in respect of any Relevant Shares, directly or indirectly:
(i) ofering, pledging, charging, seling, mortgaging, lending, creating, transfering,
asigning or otherwise disposing of any legal or beneficial interest (including
by the creation of or any agrement to create or seling or granting or agreing
to sel or grant any option or contract to purchase, subscribe for, lend or
otherwise transfer or dispose of or any warant or right to purchase, subscribe
for, lend or otherwise transfer or dispose of, or purchasing or agreing to
purchase any option, contract, warant or right to sel or creating any
encumbrance over or agreing to create any encumbrance over), either directly
or indirectly, conditionaly or unconditionaly, or creating any third party right
of whatever nature over, any legal or beneficial interest in the Relevant Shares
or any other securities convertible into or exercisable or exchangeable for such
Relevant Shares or any interest in them, or that represent the right to receive,
such Relevant Shares, or contracting to do so, whether directly or indirectly and
whether conditionaly or unconditionaly; or
(i) entering into any swap or other arangement that transfers to another, in whole
or in part, any beneficial ownership of the Relevant Shares or any interest in
them or any of the economic consequences or incidents of ownership of such
Relevant Shares or such other securities or any interest in them; or
(i) entering into any other transaction directly or indirectly with the same economic
efect as any of the foregoing transactions described in (i) and (i) above; or
(iv) agreing or contracting to, or publicly anouncing or disclosing an intention to,
enter into any of the foregoing transactions described in (i), (i) and (i) above,
in each case whether any of the foregoing transactions described in (i), (i) and
(i) above is to be setled by delivery of Relevant Shares or such other securities
convertible into or exercisable or exchangeable for Relevant Shares, in cash or
otherwise; and “disposal” shal be construed acordingly;
“FINI” shal have the meaning ascribed to such term to in the Listing Rules;
“Global Ofering” has the meaning given to it in Recital (A);
“Governmental Authority” means any governmental, inter-governmental, regulatory
or administrative comision, board, body, authority or agency, or any stock exchange,
self-regulatory organisation or other non-governmental regulatory authority (including
without limitation, the Stock Exchange, the Shanghai Stock Exchange, the SFC and the
CSRC), or any court, judicial body, tribunal or arbitrator, in each case whether national,
central, federal, provincial, state, regional, municipal, local, domestic, foreign or
supranational;
“Group” means the Company and its subsidiaries;
“H Shares” means the overseas listed foreign share(s) in the share capital of the
Company with a nominal value of RMB1.00 each, which is/are to be subscribed for and
traded in HK dolars and to be listed on the Stock Exchange;
“HK$” or “Hong Kong dolar” means the lawful curency of Hong Kong;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
“Hong Kong Public Ofering” has the meaning given to it in Recital (A);
“Indemnified Parties” has the meaning given to it in clause 6.6, and “Indemnified
Party” shal mean any one of them, as the context shal require;
“International Ofering” has the meaning given to it in Recital (A);
“International Ofering Circular” means the final ofering circular expected to be
isued by the Company to the prospective investors (including the Investor) in
conection with the International Ofering;
“Investor-related Information” has the meaning given to it in clause 6.2(i);
“Investor Shares” means the number of H Shares to be subscribed for the Investor in
the International Ofering in acordance with the terms and conditions herein and as
calculated in acordance with Schedule 1 and determined by the Company, the
Sponsor-OCs;
“Laws” means al laws, statutes, legislation, ordinances, measures, rules, regulations,
guidelines, guidance, decisions, opinions, notices, circulars, directives, requests, orders,
judgments, decres or rulings of any Governmental Authority (including, without
limitation, the Stock Exchange, the Shanghai Stock Exchange, the SFC and the CSRC)
of al relevant jurisdictions;
“Levies” means the SFC transaction levy of 0.0027% (or the prevailing transaction levy
on the Listing Date) and the Stock Exchange trading fe of 0.00565% (or the prevailing
trading fe on the Listing Date), and the AFRC transaction levy of 0.00015% (or the
prevailing transaction levy on the Listing Date), in each case, of the Agregate
Investment Amount;
“Listing Date” means the date on which the H Shares are initialy listed on the Main
Board of the Stock Exchange;
“Listing Guide” means the Guide for New Listing Aplicants isued by the Stock
Exchange, as amended, suplemented or otherwise modified from time to time;
“Listing Rules” means the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, and the listing decisions, guidelines and other
requirements of the Stock Exchange, each as amended or suplemented from time to
time;
“Lock-up Period” has the meaning given to it in clause 5.1;
“Ofer Price” means the final Hong Kong dolar price per H Share (exclusive of
Brokerage and Levies) at which the H Shares are to be ofered or sold pursuant to the
Global Ofering;
“Over-alotment Option” has the meaning given to it in the International Ofering
Circular;
“Parties” means the named parties to this Agrement, and “Party” shal mean any one
of them, as the context shal require;
“PRC” means the People’s Republic of China, excluding, for purposes of this
Agrement only, Hong Kong and Macau Special Administrative Regions and Taiwan,
the PRC;
“Preliminary Ofering Circular” means the preliminary ofering circular expected to
be isued by the Company to the prospective investors (including the Investor) in
conection with the International Ofering, as amended or suplemented from time to
time;
“Profesional Investor” has the meaning given to it in Part 1 of Schedule 1 to the SFO;
“proprietary investment basis” means such investment as made by an Investor for its
own acount and investment purpose but not acting as an agent on behalf of any third
parties, whether or not such investment is made for the benefits of any shareholders or
fund investors of such Investor;
“Prospectus” means the final prospectus to be isued in Hong Kong by the Company
in conection with the Hong Kong Public Ofering;
“Public Documents” means the Preliminary Ofering Circular and the International
Ofering Circular for the International Ofering, the Prospectus to be isued in Hong
Kong by the Company for the Hong Kong Public Ofering and such other documents
and anouncements which may be isued by the Company in conection with the
Global Ofering, each as amended or suplemented from time to time;
“Regulators” has the meaning given to it in clause 6.2(i);
“Relevant Shares” means the Investor Shares subscribed for by the Investor pursuant
to this Agrement, and any shares or other securities of or interests in the Company
which are derived from the Investor Shares pursuant to any rights isue, capitalisation
isue or other form of capital reorganisation (whether such transactions are to be setled
in cash or otherwise);
“Regulation S” means Regulation S under the Securities Act;
“RMB” means Renminbi, the lawful curency of the PRC;
“Rule 144” means Rule 144 under the Securities Act;
“Securities Act” means the United States Securities Act of 1933, as amended,
suplemented or otherwise modified from time to time, and the rules and regulations
promulgated thereunder;
“SFC” means The Securities and Futures Comision of Hong Kong;
“SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong) as amended, suplemented or otherwise modified from time to time;
“Stock Exchange” means The Stock Exchange of Hong Kong Limited;
“subsidiary” has the meaning given to it in the Companies Ordinance;
“U.S.” and “United States” means the United States of America, its teritories and
posesions, any state of the United States and the District of Columbia;
“US$” or “US dolar” means the lawful curency of the United States; and
“U.S. Person” has the meaning given to it in Regulation S.
1.2 In this Agrement, unles the context otherwise requires:
(a) a reference to a “clause”, “sub-clause” or “schedule” is a reference to a clause
or sub-clause of or a schedule to this Agrement;
(b) the index, clause and schedule headings are inserted for convenience only and
shal not afect the construction or interpretation of this Agrement;
(c) the recitals and schedules form an integral part of this Agrement and have the
same force and efect as if expresly set out in the body of this Agrement and
any reference to this Agrement shal include the recitals and schedules;
(d) the singular number shal include the plural and vice versa and words importing
one gender shal include the other gender;
(e) a reference to this Agrement or another instrument includes any variation or
replacement of either of them;
(f) a reference to a statute, statutory provision, regulation or rule includes a
reference:
(i) to that statute, provision, regulation or rule as from time to time
consolidated, amended, suplemented, modified, re-enacted or replaced
by any statute, statutory provision, regulation or rule;
(i) to any repealed statute, statutory provision, regulation or rule which it
re-enacts (with or without modification); and
(i) to any subordinate legislation made under it;
(g) a reference to a “regulation” includes any regulation, rule, oficial directive,
opinion, notice, circular, order, request or guideline (whether or not having the
force of law) of any governmental, intergovernmental or supranational body,
agency, department or of any regulatory, self-regulatory or other authority or
organisation;
(h) references to times of day and dates are, unles otherwise specified, to Hong
Kong times and dates, respectively;
(i) a reference to a “person” includes a reference to an individual, a firm, a
company, a body corporate, an unincorporated asociation or an authority, a
government, a state or agency of a state, a joint venture, asociation or
partnership (whether or not having separate legal personality);
(j) references to “include”, “includes” and “including” shal be construed so as to
mean include without limitation, includes without limitation and including
without limitation, respectively; and
(k) references to any legal term for any action, remedy, method or judicial
proceding, legal document, legal status, court, oficial or any legal concept or
thing in respect of any jurisdiction other than Hong Kong is demed to include
what most nearly aproximates in that jurisdiction to the relevant Hong Kong
legal term.
2. INVESTMENT
2.1 Subject to the conditions refered to in clause 3 below being fulfiled (or waived by the
Parties, except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d) and
3.1(e) canot be waived and the conditions under clause 3.1(f) can only be jointly
waived by the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International
and BOCI) and other terms and conditions of this Agrement:
(a) the Investor wil subscribe for, the Company wil isue, alot and place, the
Sponsor-OCs, Haitong International and BOCI wil alocate and/or deliver (as
the case may be) or cause to be alocated and/or delivered (as the case may be)
to the Investor, the Investor Shares at the Ofer Price under and as part of the
International Ofering on the Listing Date or the Delayed Delivery Date, as
aplicable and through the Sponsor-OCs, Haitong International and/or BOCI
and/or their afiliates in their capacities as international representatives of the
international underwriters of the relevant portion of the International Ofering;
and
(b) the Investor wil pay the Agregate Investment Amount, the Brokerage and the
Levies in respect of the Investor Shares in acordance with clause 4.2.
2.2 The Investor may elect by notice in writing served to the Company, the Sponsor-OCs,
the Joint Sponsors, Haitong International and BOCI not later than thre (3) busines
days prior to the Listing Date to subscribe for the Investor Shares through a wholy-
owned subsidiary of the Investor that is a Profesional Investor and is (i) not a U.S.
Person; (i) located outside the United States and (i) acquiring the Investor Shares in
an ofshore transaction in acordance with Regulation S, provided that:
(a) the Investor shal procure such wholy-owned subsidiary on such date to provide
to the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International
and BOCI writen confirmation that it agres to be bound by the same
agrements, representations, waranties, undertakings, acknowledgements and
confirmations given in this Agrement by the Investor, and the agrements,
representations, waranties, undertakings, acknowledgements and
confirmations given by the Investor in this Agrement shal be demed to be
given by the Investor for itself and on behalf of such wholy-owned subsidiary,
and
(b) the Investor (i) unconditionaly and irevocably guarantes to the Company, the
Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI the due and
punctual performance and observance by such wholy-owned subsidiary of al
its agrements, obligations, undertakings, waranties, representations,
indemnities, consents, acknowledgements, confirmations and covenants under
this Agrement; and (i) undertakes to fuly and efectively indemnify and kep
indemnified on demand each of the Indemnified Parties in acordance with
clause 6.6.
The obligations of the Investor under this clause 2.2 constitute direct, primary and
unconditional obligations to pay on demand to the Company, the Sponsor-OCs, the
Joint Sponsors, Haitong International or BOCI any sum which such wholy-owned
subsidiary is liable to pay under this Agrement and to perform promptly on demand
any obligation of such wholy-owned subsidiary under this Agrement without
requiring the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International or
BOCI first to take steps against such wholy-owned subsidiary or any other person.
Except where the context otherwise requires, the term Investor shal be construed in
this Agrement to include such wholy-owned subsidiary.
2.3 The Sponsor-OCs may, after consultation with the Company, in their sole discretion
determine that delivery of al or a portion of the Investor Shares shal take place on the
Delayed Delivery Date in acordance with clause 4.3.
2.4 The Company, the Sponsor-OCs (for themselves and on behalf of the underwriters of
the Global Ofering) wil determine, in such maner as they may agre, the Ofer Price.
The exact number of the Investor Shares wil be finaly determined by the Company,
the Sponsor-OCs, Haitong International and BOCI in acordance with Schedule 1, and
such determination wil be conclusive and binding on the Investor, save for manifest
eror.
3. CLOSING CONDITIONS
3.1 The Investor’s obligation under this Agrement to subscribe for, and obligations of the
Company, the Sponsor-OCs, Haitong International and BOCI to isue, alot, place,
alocate and/or deliver (as the case may be) or cause to isue, alot, place, alocate and/or
deliver (as the case may be), the Investor Shares pursuant to clause 2.1 are conditional
only upon each of the folowing conditions having ben satisfied or waived by the
Parties (except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d) and
3.1(e) canot be waived and the conditions under clause 3.1(f) can only be waived by
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI)
at or prior to the Closing:
(a) the underwriting agrements for the Hong Kong Public Ofering and the
International Ofering being entered into and having become efective and
unconditional (in acordance with their respective original terms or as
subsequently waived or varied by agrement of the parties thereto) by no later
than the time and date as specified in these underwriting agrements, and neither
of the aforesaid underwriting agrements having ben terminated;
(b) the Ofer Price having ben agred pursuant to underwriting agrements and
price determination agrement to be signed among the Company and the
Sponsor-OCs (for themselves and on behalf of the underwriters of the Global
Ofering);
(c) the Listing Comite of the Stock Exchange having granted the aproval for
the listing of, and permision to deal in, the H Shares (including the Investor
Shares) as wel as other aplicable waivers and aprovals, including those in
conection with the subscription by the Investor of the Investor Shares and such
aproval, permision or waiver not having ben revoked prior to the
comencement of dealings in the H Shares on the Stock Exchange;
(d) the CSRC having acepted the CSRC Filings and published the filing results in
respect of the CSRC Filings on its website, and such notice of aceptance and/or
filing results published not having otherwise ben rejected, withdrawn, revoked
or invalidated prior to the comencement of dealings in the H Shares on the
Stock Exchange;
(e) no Laws shal have ben enacted or promulgated by any Governmental
Authority which prohibits the consumation of the transactions contemplated
in the Global Ofering or herein and there shal be no orders or injunctions from
a court of competent jurisdiction in efect precluding or prohibiting
consumation of such transactions; and
(f) the respective representations, waranties, undertakings, acknowledgements
and confirmations of the Investor under this Agrement are (as of the date of
this Agrement) and wil be (as of the Listing Date and the Delayed Delivery
Date, as aplicable) acurate and true in al respects and not misleading or
deceptive and that there is no material breach of this Agrement on the part of
the Investor.
3.2 If any of the conditions contained in clause 3.1 has not ben fulfiled or jointly waived
by the Parties (except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d)
and 3.1(e) canot be waived and the conditions under clause 3.1(f) can only be waived
by the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI)
on or before the date that is one hundred and eighty (180) days after the date of this
Agrement (or such other date as may be agred in writing among the Company, the
Investor, the Sponsor-OCs and the Joint Sponsors), the obligation of the Investor to
purchase, and the obligations of the Company, the Sponsor-OCs, Haitong International
and BOCI to isue, alot, place, alocate and/or deliver (as the case may be) or cause to
isue, alot, place, alocate and/or deliver (as the case may be), the Investor Shares shal
cease and any amount paid by the Investor under this Agrement to any other party wil
be repaid to the Investor by such other party without interest as son as comercialy
practicable and in any event no later than 30 days from the date of termination of this
Agrement and this Agrement wil terminate and be of no efect and al obligations
and liabilities on the part of the Company, the Sponsor-OCs and/or the Joint Sponsors,
Haitong International and/or BOCI shal cease and terminate; provided that termination
of this Agrement pursuant to this clause 3.2 shal be without prejudice to the acrued
rights or liabilities of any Party to the other Parties in respect of the terms herein at or
before such termination. For the avoidance of doubt, nothing in this clause shal be
construed as giving the Investor the right to cure any breaches of the respective
representations, waranties, undertakings, acknowledgements and confirmations given
by the Investor respectively under this Agrement during the period until the
aforementioned date under this clause.
3.3 The Investor acknowledges that there can be no guarante that the Global Ofering wil
be completed or wil not be delayed or terminated or that the Ofer Price wil be within
the indicative range set forth in the Public Documents, and no liability of the Company,
the Sponsor-OCs, the Joint Sponsors, Haitong International or BOCI to the Investor
wil arise if the Global Ofering is delayed or terminated, does not proced or is not
completed for any reason by the dates and times contemplated or at al or if the Ofer
Price is not within the indicative range set forth in the Public Documents. The Investor
hereby waives any right (if any) to bring any claim or action against the Company, the
Sponsor-OCs and/or the Joint Sponsors, Haitong International and/or BOCI or their
respective subsidiaries, afiliates, oficers, directors, supervisors, employes, advisors,
staf, asociates, partners, agents and representatives on the basis that the Global
Ofering is delayed or terminated, does not proced or is not completed for any reason
by the dates and times contemplated or at al or if the Ofer Price is not within the
indicative range set forth in the Public Documents.
4. CLOSING
4.1 Subject to clause 3 and this clause 4, the Investor wil subscribe for the Investor Shares
at the Ofer Price pursuant to, and as part of, the International Ofering and through the
Sponsor-OCs, Haitong International and/or BOCI (and/or their afiliates) in their
capacities as international representatives of the international underwriters of the
relevant portion of the International Ofering. Acordingly, the Investor Shares wil be
subscribed for contemporaneously with the closing of the International Ofering, or on
the Delayed Delivery Date, at such time and in such maner as shal be determined by
the Company and the Sponsor-OCs.
In the event that, in the opinion of the Company, the Sponsor-OCs and the Joint
Sponsors, (a) the requirement under Rule 8.08(3) of the Listing Rules (stipulating that
no more than 50% of the H Shares in public hands can be beneficialy owned by the
thre largest public shareholders of the Company); (b) the minimum public float
requirement under Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the
Listing Rules or as otherwise waived by the Stock Exchange; (c) the minimum fre
float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C) of the
Listing Rules; and/or (d) paragraph 3.2 of Practice Note 18 to the Listing Rules, canot
be complied with on the Listing Date, the Company, the Sponsor-OCs and the Joint
Sponsors shal have the right to, in their sole and absolute discretion, adjust the
alocation of the number of Investor Shares to be subscribed for by the Investor to
ensure compliance with the Listing Rules (subject to any such waiver granted by the
Stock Exchange).
4.2 The Investor shal make ful payment of the Agregate Investment Amount, together
with the related Brokerage and Levies (to such Hong Kong dolar bank acount as may
be notified to the Investor by the Sponsor-OCs, Haitong International and BOCI) by
same day value credit no later than 5:30 p.m. (Hong Kong time) on the busines day
prior to the Listing Date regardles of the time and maner of the delivery of the
Investor Shares in Hong Kong dolars by wire transfer in imediately available clear
funds without any deduction or set-of to such Hong Kong dolar bank acount as may
be notified to the Investor by the Sponsor-OCs, Haitong International and BOCI in
writing no later than one (1) clear busines day prior to the Listing Date, which notice
shal include, among other things, the payment acount details and the total amount
payable by the Investor under this Agrement.
4.3 If the Sponsor-OCs in their sole discretion determine that delivery of al or any part of
the Investor Shares should be made on a date (the “Delayed Delivery Date”) later than
the Listing Date, the Sponsor-OCs shal notify the Investor in writing (i) no later than
two (2) busines days prior to the Listing Date, the number of Investor Shares which
wil be defered in delivery; and (i) no later than two (2) busines days prior to the
actual Delayed Delivery Date, the Delayed Delivery Date, provided that the Delayed
Delivery Date shal be no later than thre (3) busines days folowing the last day on
which the Over-alotment Option may be exercised. Such determination by the
Sponsor-OCs wil be conclusive and binding on the Investor. If the Investor Shares are
to be delivered to the Investor on the Delayed Delivery Date, the Investor shal
nevertheles pay for the Investors Shares as specified in clause 4.2.
4.4 Subject to due payment(s) for the Investor Shares being made in acordance with clause
4.2, delivery of the Investor Shares to the Investor, as the case may be, shal be made
through CAS by depositing the Investor Shares directly into CAS for credit to
such CAS investor participant acount or CAS stock acount as may be notified
by the Investor to the Sponsor-OCs, Haitong International and BOCI in writing no later
than thre (3) busines days prior to the Listing Date or the Delayed Delivery Date as
determined in acordance with clause 4.3.
4.5 Without prejudice to clause 4.3, delivery of the Investor Shares may also be made in
any other maner which the Company, the Sponsor-OCs, the Joint Sponsors and the
Investor may agre in writing, provided that, delivery of the Investor Shares shal not
be later than thre (3) busines days folowing the last day on which the Over-alotment
Option may be exercised.
4.6 If payment of the Agregate Investment Amount and the related Brokerage and Levies
(whether in whole or in part) is not received or setled in the time and maner stipulated
in this Agrement, the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International and BOCI reserve the right, in their respective absolute discretions, to
terminate this Agrement and in such event al obligations and liabilities on the part of
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI
shal cease and terminate (but without prejudice to any claim which the Company, the
Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI may have against
the Investor arising out of its failure to comply with its obligations under this
Agrement). The Investor shal in any event be fuly responsible for and shal indemnify,
hold harmles and kep fuly indemnified, on an after-tax basis, each of the Indemnified
Parties against any los and damages that they may sufer or incur arising out of or in
conection with any failure on the part of the Investor to pay for the Agregate
Investment Amount and the Brokerage and Levies in ful in acordance with clause 6.6.
4.7 None of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International,
BOCI and/or their respective afiliates shal be liable (whether jointly or severaly) for
any failure or delay in the performance of its obligations under this Agrement and each
of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI
shal be entitled to terminate this Agrement if it is prevented or delayed from
performing its obligations under this Agrement as a result of circumstances beyond
control of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International,
BOCI and/or their respective afiliates (as the case may be), including, but not limited
to, acts of God, flod, war (whether declared or undeclared), terorism, fire, riot,
rebelion, civil comotion, epidemic or pandemic (including but not limited to SARS,
H5N1, MERS and COVID-19), outbreaks, escalation, mutation or agravation of
diseases, calamity, crisis, public disorder, earthquake, tsunami, volcanic eruption, other
natural disasters, outbreak or escalation of hostilities (whether or not war is declared),
declaration of a regional, national or international emergency, economic sanctions,
political change, paralysis in government operations, interuption or delay or severe
disruption in transportation, strike, lockout, other industrial action, general failure of
electricity or other suply, aircraft colision, technical failure, acidental or mechanical
or electrical breakdown, computer failure or failure of any money transmision system,
embargo, labour dispute and changes in any existing or future laws, ordinances,
regulations, any existing or future act of governmental activity or the like.
5. RESTRICTIONS ON THE INVESTOR
5.1 Subject to clause 5.2, the Investor for itself and on behalf of its wholy-owned
subsidiary (where the Investor Shares are to be held by such wholy-owned subsidiary)
agres, covenants with and undertakes to the Company, the Sponsor-OCs, the Joint
Sponsors, Haitong International and BOCI that without the prior writen consent of
each of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and
BOCI, the Investor wil not, and wil cause its afiliates not to, whether directly or
indirectly, at any time during the period of six (6) months starting from and inclusive
of the Listing Date (the “Lock-up Period”), directly or indirectly, (i) dispose of, in any
way, any Relevant Shares or any interest in any company or entity holding any Relevant
Shares, including any securities convertible into, exchangeable, exercisable for or that
represent the right to receive any of the above securities; (i) alow itself to undergo a
change of control (as defined in The Codes on Takeovers and Mergers and Share Buy-
backs promulgated by the SFC) at the level of its ultimate beneficial owner; or (i)
enter into any transactions directly or indirectly with the same economic efect as any
aforesaid transaction. After the expiry of the Lock-up Period specified herein, the
Investor shal, subject to requirements under aplicable Laws, be fre to dispose of any
Relevant Shares, provided that the Investor shal use reasonable endeavours to ensure
that any such disposal wil not create a disorderly or false market in the H Shares and
wil comply with al aplicable Laws.
5.2 Nothing contained in clause 5.1 shal prevent the Investor from transfering al or part
of the Relevant Shares to any wholy-owned subsidiary of the Investor, provided that,
in al cases:
(a) no les than ten (10) busines days’ prior writen notice of such transfer is
provided to the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International and BOCI, which contains the identity of the relevant subsidiary
(including but not limited to the place of incorporation, company registration
number and busines registration number), its relationship with the Investor and
the busines of such subsidiary, and such evidence, to the satisfaction of the
Company, the Joint Sponsors, the Sponsor-OCs, Haitong International and
BOCI, to prove the prospective transfere is the wholy-owned subsidiary of the
Investor as the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International and BOCI may require;
(b) prior to such transfer, such wholy-owned subsidiary gives a writen
undertaking (adresed to and in favour of the Company, the Sponsor-OCs, the
Joint Sponsors, Haitong International and BOCI in terms satisfactory to them)
agreing to, and the Investor undertakes to procure that such wholy-owned
subsidiary wil, be bound by the Investor’s obligations under this Agrement,
including without limitation the restrictions in this clause 5 imposed on the
Investor, as if such wholy-owned subsidiary were itself subject to such
obligations and restrictions;
(c) such wholy-owned subsidiary shal be demed to have given the same
acknowledgements, confirmations, representations, undertakings and
waranties as provided in clause 6;
(d) the Investor and such wholy-owned subsidiary of the Investor shal be treated
as being the Investor in respect of al the Relevant Shares held by them and shal
jointly and severaly bear al liabilities and obligations imposed by this
Agrement;
(e) if at any time prior to expiration of the Lock-up Period, such wholy-owned
subsidiary ceases or wil cease to be a wholy-owned subsidiary of the Investor,
it shal (and the Investor shal procure that such subsidiary shal) imediately,
and in any event before ceasing to be a wholy-owned subsidiary of the Investor,
fuly and efectively transfer the Relevant Shares it holds to the Investor or
another wholy-owned subsidiary of the Investor, which shal give or be
procured by the Investor to give a writen undertaking (adresed to and in
favour of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International and BOCI in terms satisfactory to them) agreing to, and the
Investor undertakes to procure that such wholy-owned subsidiary wil, be
bound by the Investor’s obligations under this Agrement, including without
limitation, the restrictions in this clause 5 imposed on the Investor and gives the
same acknowledgement, confirmations, representations, undertakings and
waranties hereunder, as if such wholy-owned subsidiary were itself subject to
such obligations and restrictions and shal jointly and severaly bear al
liabilities and obligations imposed by this Agrement; and
(f) such wholy-owned subsidiary (i) is not and wil not be a U.S. Person, and is
not acquiring the Relevant Shares for the acount or benefit of a U.S. Person;
(i) is and wil be located outside the United States and (i) wil be acquiring
the Relevant Shares in an ofshore transaction in reliance on Regulation S.
5.3 The Investor agres and undertakes that, except with the prior writen consent of the
Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI, the
agregate holding (direct and indirect) of the Investor and its close asociates in the
total isued share capital of the Company shal be les than 10% (or such other
percentage as provided in the Listing Rules from time to time for the definition of
“substantial shareholder”) of the Company’s entire isued share capital at al times and
it would not become a core conected person of the Company within the meaning of
the Listing Rules during the period of 12 months folowing the Listing Date and, further,
that the agregate holding (direct and indirect) of the Investor and its close asociates
(as defined under the Listing Rules) in the total isued share capital of the Company
shal not be such as to cause the total securities of the Company held by the public (as
contemplated in the Listing Rules and interpreted or (if aplicable) waived by the Stock
Exchange, including but not limited to Rule 8.08 (as amended and replaced by Rule
19A.13A) of the Listing Rules) to fal below the required percentage set out in Rule
8.08 (as amended and replaced by Rule 19A.13A) of the Listing Rules or such other
percentage as may be aproved by the Stock Exchange and aplicable to the Company
from time to time. The Investor agres to notify the Company, the Joint Sponsors, the
Sponsor-OCs, Haitong International and BOCI in writing if it comes to its atention of
any of the abovementioned situations.
5.4 The Investor agres that the Investor’s holding of the Company’s share capital is on a
proprietary investment basis, and to, upon reasonable request by the Company, the
Sponsor-OCs and/or the Joint Sponsors, Haitong International or BOCI, provide
reasonable evidence to the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International and BOCI showing that the Investor’s holding of the Company’s share
capital is on a proprietary investment basis. The Investor shal not, and shal procure
that none of its controling shareholder(s), asociates and their respective beneficial
owners shal, aply for or place an order through the bok building proces for H Shares
in the Global Ofering (other than the Investor Shares) or make an aplication for H
Shares in the Hong Kong Public Ofering, unles such action is disclosed to the
Company, the Joint Sponsors and the Sponsor-OCs, Haitong International and BOCI in
advance and is in compliance with under the aplicable Laws (including but not limited
to Chapter 4.15 of the Listing Guide or writen guidance published by the Hong Kong
regulators) or otherwise permited by the Stock Exchange.
5.5 The Investor and/or its afiliates, directors, supervisors, oficers, employes, asociates
or agents shal not and undertake not to directly or indirectly enter into any arangement
or agrement, including but not limited to, any side leter, which is inconsistent with,
or in contravention of, the Listing Rules (including but not limited to Chapter 4.15 of
the Listing Guide or writen guidance published by the Hong Kong regulators) with the
Company, the controling shareholders of the Company, any other member of the
Group or their respective afiliates, directors, supervisors, oficers, employes and/or
agents. The Investor further confirms and undertakes that neither themselves nor their
respective afiliates, directors, supervisors (if aplicable), oficers, employes,
asociates or agents have entered into or wil enter into such arangements or
agrements.
6. ACKNOWLEDGEMENTS, REPRESENTATIONS, UNDERTAKINGS AND
WARANTIES
6.1 The Investor acknowledges, agres and confirms to each of the Company, the Sponsor-
OCs, the Joint Sponsors, Haitong International and BOCI that:
(a) each of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International, BOCI, the other overal cordinators and their respective afiliates,
directors, supervisors, oficers, employes, agents, advisors, asociates, partners
and representatives makes no representation and gives no waranty or
undertaking or guarante that the Global Ofering wil proced or be completed
(within any particular time period or at al) or that the Ofer Price wil be within
the indicative range set forth in the Public Documents, and wil be under no
liability whatsoever to the Investor in the event that the Global Ofering is
delayed, does not proced or is not completed for any reason, or if the Ofer
Price is not within the indicative range set forth in the Public Documents;
(b) this Agrement, the background information of the Investor and the relationship
and arangements betwen the Parties contemplated by this Agrement wil be
required to be disclosed in the Public Documents and other marketing and
roadshow materials for the Global Ofering and that the Investor wil be refered
to in the Public Documents and such other marketing and roadshow materials
and anouncements and, specificaly, this Agrement wil be a material contract
required to be filed with regulatory authorities in Hong Kong and displayed on
the websites of the Company and the Stock Exchange in conection with the
Global Ofering or otherwise pursuant to the Companies (Winding Up and
Miscelaneous Provisions) Ordinance and the Listing Rules;
(c) the information in relation to the Investor as required to be submited to the
Stock Exchange under the Listing Rules or on FINI wil be shared with the
Company, the Stock Exchange, SFC and such other Regulators as necesary and
wil be included in a consolidated place list which wil be disclosed on FINI to
the Sponsor-OCs;
(d) the Ofer Price is to be determined solely and exclusively in acordance with
the terms and conditions of the Global Ofering pursuant to the relevant
underwriting agrements and price determination agrement and the Investor
shal not have any right to raise any objection thereto;
(e) the Investor Shares wil be subscribed for by the Investor through the Sponsor-
OCs, Haitong International, or BOCI and/or their afiliates in their capacities as
international representatives of the international underwriters of the
International Ofering;
(f) the Investor wil acept the Investor Shares on and subject to the terms and
conditions of the articles of asociation or other constituent or constitutional
documents of the Company, this Agrement and any aplicable Laws;
(g) the Investor is not an existing shareholder, conected person or afiliate of the
Company and does not act on behalf of any of the aforementioned persons;
(h) the number of Investor Shares may be afected by re-alocation of H Shares
betwen the International Ofering and the Hong Kong Public Ofering pursuant
to Practice Note 18 of the Listing Rules, Chapter 4.14 of the Listing Guide, the
placing guidelines set out in Apendix F1 to the Listing Rules or such other
percentage as may be aproved by the Stock Exchange and aplicable to the
Company from time to time;
(i) at or around the time of entering into this Agrement or at any time hereafter
but before the closing of the International Ofering, the Company, the Sponsor-
OCs and/or the Joint Sponsors, Haitong International, BOCI and/or the other
overal cordinators have entered into, or may and/or propose to enter into,
agrements for similar investments with one or more other investors as part of
the International Ofering;
(j) neither the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International, BOCI, or the other overal cordinators nor any of their respective
subsidiaries, agents, directors, supervisors, employes or afiliates nor any other
party involved in the Global Ofering takes any responsibility to any tax, legal,
curency or other economic or other consequences of the subscription for and/or
acquisition of, or in relation to any dealings in, the Investor Shares;
(k) the Investor Shares have not ben and wil not be registered under the Securities
Act or the securities law of any state or other jurisdiction of the United States
and may not be ofered, resold, pledged or otherwise transfered directly or
indirectly in the United States or to or for the acount or benefit of any U.S.
Person except pursuant to an efective registration statement or an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, or in any other jurisdiction or for the acount or benefit of any
persons in any other jurisdiction except as alowed by aplicable Laws of such
jurisdiction;
(l) it understands and agres that transfer of the Investor Shares may only be made
(A) inside the United States in acordance with Rule 144 or another available
exemption thereunder; or (B) outside the United States in an “ofshore
transaction” (as defined in Regulation S) in acordance with Regulation S and
in each case, in acordance with any aplicable securities laws of any state of
the United States and any other jurisdictions, and any share certificate(s)
representing the Investor Shares shal bear a legend substantialy to such efect;
(m) it understands that none of the Company, the Sponsor-OCs, the Joint Sponsors,
Haitong International, BOCI or any of the international underwriters of the
International Ofering, or their respective subsidiaries, afiliates, directors,
supervisors, oficers, employes, agents, advisors, asociates, partners and
representatives has made any representation as to the availability of Rule 144 or
any other available exemption under the Securities Act for the subsequent
reofer, resale, pledge or transfer of the Investor Shares;
(n) except as provided for under clause 5.2, to the extent any of the Investor Shares
are held by a subsidiary, the Investor shal procure that this subsidiary remains
a wholy-owned subsidiary of the Investor and continues to adhere to and abide
by the terms and conditions hereunder for so long as such subsidiary continues
to hold any of the Investor Shares before the expiration of the Lock-up Period;
(o) it has received (and may in the future receive) information that may constitute
material, non-public information and/or inside information as defined in the
SFO in conection with the Investor’s investment in (and holding of) the
Investor Shares, and it shal: (i) not disclose such information to any person
other than to its afiliates, subsidiaries, directors, supervisors, oficers,
employes, advisers and representatives (the “Authorised Recipients”) on a
strictly ned-to-know basis for the sole purpose of evaluating its investment in
the Investor Shares or otherwise required by Laws, until such information
becomes public information through no fault on the part of the Investor or any
of its Authorised Recipients; (i) use its best eforts to ensure that its Authorised
Recipients (to whom such information has ben disclosed in acordance with
this clause 6.1(o) do not disclose such information to any person other than to
other Authorised Recipients on a strictly ned-to-know basis; and (i) not and
wil ensure that its Authorised Recipients (to whom such information has ben
disclosed in acordance with this clause 6.1(o) do not purchase, sel or trade or
alternatively, deal, directly or indirectly, in the H Shares or other securities or
derivatives of the Company or its afiliates or asociates in a maner that could
result in any violation of the securities laws (including any insider trading
provisions) of the United States, the PRC, Hong Kong or any other aplicable
jurisdiction relevant to such dealing;
(p) the information contained in this Agrement, the draft Prospectus and the draft
Preliminary Ofering Circular provided to the Investor and/or its representatives
on a confidential basis and any other material which may have ben provided
(whether in writing or verbaly) to the Investor and/or its representatives on a
confidential basis may not be reproduced, disclosed, circulated or diseminated
to any other person and such information and materials so provided are subject
to change, updating, amendment and completion, and should not be relied upon
by the Investor in determining whether to invest in the Investor Shares. For the
avoidance of doubt:
(i) neither the draft Prospectus nor the draft Preliminary Ofering Circular
nor any other materials which may have ben provided to the Investor,
and/or its representatives constitutes an invitation or ofer or the
solicitation to acquire, purchase or subscribe for any securities in any
jurisdiction where such ofer, solicitation or sale is not permited and
nothing contained in either the draft Prospectus or the draft Preliminary
Ofering Circular or any other materials which may have ben provided
(whether in writing or verbaly) to the Investor and/or its representatives
shal form the basis of any contract or comitment whatsoever;
(i) no ofers of, or invitations to subscribe for, acquire or purchase, any H
Shares or other securities shal be made or received on the basis of the
draft Preliminary Ofering Circular or the draft Prospectus or any other
materials which may have ben provided (whether in writing or verbaly)
to the Investor and/or its representatives; and
(i) the draft Preliminary Ofering Circular or the draft Prospectus or any
other materials which may have ben provided (whether in writing or
verbaly) or furnished to the Investor, may be subject to further
amendments subsequent to the entering into this Agrement and should
not be relied upon by the Investor in determining whether to invest in
the Investor Shares and the Investor hereby consents to such
amendments (if any) and waives its rights in conection with such
amendments (if any);
(q) this Agrement does not, colectively or separately, constitute an ofer of
securities for sale in the United States or any other jurisdictions in which such
an ofer would be unlawful;
(r) it has ben furnished with al information it dems necesary or desirable to
evaluate the merits and risks of the subscription of the Investor Shares and has
ben given the oportunity to ask questions and receive answers from the
Company, the Sponsor-OCs or the Joint Sponsors, Haitong International or
BOCI concerning the Company, the Investor Shares or other related maters it
dems necesary or desirable to evaluate the merits and risks of the subscription
of the Investor Shares, and that the Company has made available to the Investor
or its agents al documents and information in relation to an investment in the
Investor Shares required by or on behalf of the Investor;
(s) in making its investment decision, the Investor has relied and wil rely only on
information provided in the International Ofering Circular isued by the
Company and not on any other information which may have ben furnished to
the Investor by or on behalf of the Company, the Sponsor-OCs, the Joint
Sponsors, Haitong International or BOCI (including their respective directors,
supervisors, oficers, employes, advisors, agents, representatives, asociates,
partners and afiliates) on or before the date hereof, and none of the Company,
the Sponsor-OCs, the Joint Sponsors, Haitong International, BOCI, the other
overal cordinators and their respective directors, supervisors, oficers,
employes, advisors, agents, representatives, asociates, partners and afiliates
makes any representation and gives any waranty or undertaking as to the
acuracy or completenes of any such information or materials not contained in
the International Ofering Circular and none of the Company, the Sponsor-OCs,
the Joint Sponsors, Haitong International, BOCI, the other overal cordinators
and their respective directors, supervisors, oficers, employes, advisors, agents,
representatives, asociates, partners and their afiliates has or wil have any
liability to the Investor or its respective directors, oficers, employes, advisors,
agents, representatives, asociates, partners and afiliates resulting from their
use of or reliance on such information or materials, or otherwise for any
information not contained in the International Ofering Circular;
(t) none of the Sponsor-OCs, the Joint Sponsors, Haitong International, BOCI, the
CMIs, the other underwriters and their respective directors, supervisors, oficers,
employes, subsidiaries, agents, asociates, afiliates, representatives, partners
and advisors has made any waranty, representation or recomendation to it as
to the merits of the Investor Shares, the subscription, purchase or ofer thereof,
or as to the busines, operations, prospects or condition, financial or otherwise,
of the Company or its subsidiaries or as to any other mater relating thereto or
in conection therewith; and except as provided in the final International
Ofering Circular, none of the Company and its directors, supervisors, oficers,
employes, subsidiaries, agents, asociates, afiliates, representatives and
advisors has made any waranty, representation or recomendation to the
Investor as to the merits of the Investor Shares, the subscription, purchase or
ofer thereof, or as to the busines, operations, prospects or condition, financial
or otherwise, of the Company or its subsidiaries or as to any other mater relating
thereto or in conection therewith;
(u) the Investor wil comply with al restrictions (if any) aplicable to it from time
to time under this Agrement, the Listing Rules and any aplicable Laws on the
disposal by it (directly or indirectly), of any of the Relevant Shares in respect of
which it is or wil be (directly or indirectly) or is shown by the Prospectus to be
the beneficial owner;
(v) it has conducted its own investigation with respect to the Company and the
Investor Shares and the terms of the subscription of the Investor Shares provided
in this Agrement, and has obtained its own independent advice (including tax,
regulatory, financial, acounting, legal, curency and otherwise) to the extent it
considers necesary or apropriate or otherwise has satisfied itself concerning,
including the tax, regulatory, financial, acounting, legal, curency and
otherwise related to the investment in the Investor Shares and as to the
suitability thereof for the Investor, and has not relied, and wil not be entitled to
rely, on any advice (including tax, regulatory, financial, acounting, legal,
curency and otherwise), due diligence review or investigation or other advice
or comfort obtained or conducted (as the case may be) by or on behalf of the
Company or any of the Sponsor-OCs, the Joint Sponsors, Haitong International,
BOCI or the CMIs or the underwriters in conection with the Global Ofering
and none of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International, BOCI, the other overal cordinators or their respective asociates,
afiliates, directors, supervisors, oficers, employes, advisors or representatives,
or any other party involved in the Global Ofering takes any responsibility as to
any tax, regulatory, financial, acounting, legal, curency or other economic or
other consequences of the subscription of or in relation to any dealings in the
Investor Shares;
(w) it understands that no public market now exists for the Investor Shares, and that
none of the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International, BOCI, the other overal cordinators, their respective subsidiaries,
afiliates, directors, supervisors, oficers, employes, agents, advisors,
asociates, partners and representatives, or any other party involved in the
Global Ofering has made asurances that a public or active market wil ever
exist for the Investor Shares;
(x) in the event that the Global Ofering is delayed or terminated or is not completed
for any reason, no liabilities of the Company, the Sponsor-OCs, the Joint
Sponsors, Haitong International, BOCI, the other overal cordinators or any of
their respective asociates, afiliates, directors, supervisors, oficers, employes,
advisors, agents or representatives to the Investor or its subsidiaries wil arise;
(y) the Company and the Sponsor-OCs wil have absolute discretion to change or
adjust (i) the number of H Shares to be isued under the Global Ofering; and
(i) the number of H Shares to be isued under the Hong Kong Public Ofering
and the International Ofering, respectively;
(z) the Investor has agred that the payment for the Agregate Investment Amount
and the related Brokerage and Levies shal be made by no later than 5:30 p.m.
(Hong Kong time) on the busines day prior to the Listing Date;
(a) the Company and the Sponsor-OCs may adjust the alocation of the number of
Investor Shares in their sole and absolute discretion for the purpose of satisfying
the Listing Rules, including (1) Rule 8.08(3) of the Listing Rules, which
provides that no more than 50% of the H Shares in public hands on the Listing
Date can be beneficialy owned by the thre largest public Shareholders, (2) the
minimum public float requirement under Rule 8.08(1) (as amended and
replaced by Rule 19A.13A) of the Listing Rules or as otherwise waived by the
Stock Exchange, (3) the minimum fre float requirement under Rule 8.08A (as
amended and replaced by Rule 19A.13C) of the Listing Rules, and (4) the
minimum alocation to investors in the placing tranche (other than cornerstone
investors) under paragraph 3.2 of Practice Note 18 to the Listing Rules;
(b) the Investor has not acquired the Investor Shares as a result of, and neither the
Investor, nor any of its afiliates nor any person acting on its or their behalf has
engaged or wil engage in (i) any directed seling eforts (within the meaning of
Regulation S), or (i) any general solicitation or general advertising (within the
meaning of Rule 502(c) of Regulation D under the Securities Act) with respect
to the Investor Shares;
(c) any trading in the H Shares is subject to compliance with aplicable Laws,
including the restrictions on dealing in shares under the SFO, the Listing Rules,
the Securities Act and any other aplicable Laws of any competent securities
exchange;
(d) any ofer, sale, pledge or other transfer made other than in compliance with the
restrictions in this Agrement wil not be recognised by the Company in respect
of the Relevant Shares;
(e) there are no other agrements in place betwen the Investor on one hand, and
the Company, any of the Company’s shareholders, the Sponsor-OCs, the Joint
Sponsors, Haitong International, BOCI, the other overal cordinators on the
other hand in relation to the Global Ofering, other than this Agrement.
6.2 The Investor further represents, warants and undertakes to each of the Company, the
Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI that:
(a) it has ben duly incorporated and is validly existing and in god standing under
the Laws of its place of incorporation and that there has ben no petition filed,
order made or efective resolution pased for its liquidation or winding up;
(b) it is qualified to receive and use the information under this Agrement
(including, among others, this Agrement, the draft Prospectus and the draft
Preliminary Ofering Circular), which would not be contrary to al Laws
aplicable to the Investor or would require any registration or licensing within
the jurisdiction that the Investor is in;
(c) it has the legal right and authority to own, use, lease and operate its asets and
to conduct its busines in the maner presently conducted;
(d) it has ful power, authority and capacity, and has taken al actions (including
obtaining al necesary consents, aprovals and authorisations from any
governmental and regulatory bodies or third parties) required to execute and
deliver this Agrement, enter into and cary out the transactions as contemplated
in this Agrement and perform its obligations under this Agrement;
(e) this Agrement has ben duly authorised, executed and delivered by the Investor
and constitutes a legal, valid and binding obligation of the Investor enforceable
against it in acordance with the terms of this Agrement;
(f) it has taken, and wil during the term of this Agrement, take al necesary steps
to perform its obligations under this Agrement and to give efect to this
Agrement and the transactions contemplated in this Agrement and to comply
with al relevant Laws;
(g) al consents, aprovals, authorisations, permisions and registrations (the
“Aprovals”) under any relevant Laws aplicable to the Investor and required
to be obtained by the Investor in conection with the subscription for the
Investor Shares under this Agrement have ben obtained and are in ful force
and efect and none of the Aprovals is subject to any condition precedent which
has not ben fulfiled or performed. Al Aprovals are not invalidated, revoked,
withdrawn or set aside and have not ben invalidated, revoked, withdrawn or
set aside as at the date of this Agrement, nor is the Investor aware of any facts
or circumstances which may render the Aprovals to be invalidated, revoked,
withdrawn or set aside. The Investor further agres and undertakes to notify the
Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and
BOCI forthwith if any such Aprovals cease to be in ful force and efect or is
invalidated, revoked, withdrawn or set aside for any reason;
(h) the execution and delivery of this Agrement by the Investor, the performance
by the Investor of this Agrement, the subscription for the Investor Shares and
the aceptance of the delivery of the Investor Shares wil not contravene or
result in a contravention by the Investor of (i) the memorandum and articles of
asociation or other constituent or constitutional documents of the Investor or
(i) the Laws of any jurisdiction to which the Investor is subject in respect of the
transactions contemplated under this Agrement or which may otherwise be
aplicable to the Investor in conection with the Investor’s subscription for the
Investor Shares or (i) any agrement or other instrument binding upon the
Investor or (iv) any judgment, order or decre of any Governmental Authority
having jurisdiction over the Investor;
(i) it has complied and wil comply with al aplicable Laws in al jurisdictions
relevant to the subscription for the Investor Shares, including to provide, or
cause to or procure to be provided, either directly or indirectly via the Company,
the Sponsor-OCs, the Joint Sponsors, Haitong International and/or BOCI, to the
Stock Exchange, the Shanghai Stock Exchange the SFC, the CSRC and/or any
other governmental, public, monetary or regulatory authorities or bodies or
securities exchange (colectively, the “Regulators”), and agres and consents
to the disclosure of, such information, in each case, as may be required by
aplicable Laws or requested by any of the Regulators from time to time
(including, without limitation, (i) identity information of the Investor and its
ultimate beneficial owner(s) and/or the person(s) ultimately responsible for the
giving of the instruction relating to the subscription for the Investor Shares
(including, without limitation, their respective names and places of
incorporation); (i) the transactions contemplated hereunder (including, without
limitation, the details of subscription for the Investor Shares, the number of the
Investor Shares, the Agregate Investment Amount, and the lock-up restrictions
under this Agrement); (i) any swap arangement or other financial or
investment product involving the Investor Shares and the details thereof
(including, without limitation, the identity information of the subscriber and its
ultimate beneficial owner and the provider of such swap arangement or other
financial or investment product); and/or (iv) any conected relationship
betwen the Investor or its beneficial owner(s) and asociates on one hand and
the Company and any of its shareholders on the other hand) (colectively, the
“Investor-related Information”) within the time as requested by any of the
Regulators. The Investor further authorises each of the Company, the Sponsor-
OCs, the Joint Sponsors, Haitong International, BOCI or their respective
afiliates, directors, oficers, employes, advisors and representatives to disclose
any Investor-related Information to such Regulators and/or in any Public
Document or other anouncement or document as required under the Listing
Rules or aplicable Laws or as requested by any relevant Regulators;
(j) the Investor has such knowledge and experience in financial and busines
maters that: (i) it is capable of evaluating the merits and risks of the prospective
investment in the Investor Shares; (i) it is capable of bearing the economic risks
of such investment, including a complete los of the investment in the Investor
Shares; (i) it has received al the information it considers necesary or
apropriate for deciding whether to invest in the Investor Shares; and (iv) it is
experienced in transactions of investing in securities of companies in a similar
stage of development;
(k) its ordinary busines is to buy or sel shares or debentures or it is a Profesional
Investor and by entering into this Agrement, it is not a client of any of the
Sponsor-OCs, Haitong International, BOCI the CMIs or the Joint Sponsors in
conection with the transactions contemplated thereunder;
(l) it is subscribing for the Investor Shares as principal for its own acount and for
investment purposes and on a proprietary investment basis without a view to
making distribution of any of the Investor Shares subscribed by it hereunder,
and the Investor is not entitled to nominate any person to be a director or oficer
of the Company;
(m) it is subscribing for the Investor Shares outside the United States in an “ofshore
transaction” (within the meaning of Regulation S) in reliance on Regulation S
and it is not a U.S. Person;
(n) the Investor is subscribing for the Investor Shares in a transaction exempt from,
or not subject to, registration requirements under the Securities Act;
(o) the Investor and its beneficial owner(s) and/or asociates: (i) are third parties
independent of the Company; (i) are not conected persons (as defined in the
Listing Rules) or asociates thereof of the Company and the Investor’s
subscription for the Investor Shares shal not constitute a “conected transaction”
(as defined in the Listing Rules) and wil not result in the Investor and/or its
beneficial owner(s) becoming conected persons (as defined in the Listing
Rules) of the Company notwithstanding any relationship betwen the Investor
and any other party or parties which may be entering into (or have entered into)
any other agrement or agrements refered to in this Agrement and wil,
imediately after the Closing, be independent of and not be acting in concert
with (as defined in The Codes on Takeovers and Mergers and Share Buy-backs
promulgated by the SFC), any conected persons in relation to the control of
the Company; (i) have the financial capacity to met al obligations arising
under this Agrement; (iv) are not, directly or indirectly, financed, funded or
backed by (a) any core conected persons (as defined in the Listing Rules) of
the Company or (b) the Company, any of the directors, chief executives,
controling shareholder(s), substantial shareholder(s) or existing shareholders of
the Company or any of its subsidiaries, or a close asociate (as defined in the
Listing Rules) of any of the them, and are not acustomed to take and have not
taken any instructions from the Company, any such persons in relation to the
acquisition, disposal, voting or other disposition of securities of the Company;
and (v) have no conected relationship with the Company or any of its
shareholders, unles otherwise disclosed to the Company, the Joint Sponsors,
the Sponsor-OCs, Haitong International and BOCI in writing;
(p) the Investor wil subscribe for the Investor Shares using its own fund and it has
not obtained and does not intend to obtain a loan or other form of financing to
met its payment obligations under this Agrement;
(q) each of the Investor, its beneficial owner(s) and/or asociates is not a “conected
client” of any of the Sponsor-OCs, the Joint Sponsors, Haitong International,
BOCI, the other overal cordinators the bokruner(s), the lead manager(s),
the CMIs, the underwriters of the Global Ofering, the lead broker or any
distributors and does not fal under any category of the persons described under
Apendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules.
The terms “conected client”, “lead broker” and “distributor” shal have the
meanings ascribed to them in Apendix F1 (Placing Guidelines for Equity
Securities) to the Listing Rules;
(r) the Investor’s acount is not managed by the relevant exchange participant (as
defined in the Listing Rules) in pursuance of a discretionary managed portfolio
agrement. The term “discretionary managed portfolio” shal have the
meaning ascribed to it in Apendix F1 (Placing Guidelines for Equity Securities)
to the Listing Rules;
(s) neither the Investor, its beneficial owner(s) nor their respective asociates is a
director (including as a director within the preceding 12 months), supervisor or
existing shareholder of the Company or its asociates or a nomine of any of the
foregoing;
(t) save as previously notified to the Joint Sponsors, the Sponsor-OCs, Haitong
International and BOCI in writing, neither the Investor nor its beneficial
owner(s) fal within (a) any of the place categories (other than “cornerstone
investor”) as set out in the Stock Exchange’s FINI place list template or
required to be disclosed by the FINI interface or the Listing Rules in relation to
places; or (b) any of the groups of places that would be required under the
Listing Rules (including Rule 12.08A of the Listing Rules) to be identified in
the Company’s alotment results anouncement;
(u) the Investor has not entered and wil not enter into any contractual arangement
with any “distributor” (as defined in Regulation S) with respect to the
distribution of the H Shares, except with its afiliates or with the prior writen
consent of the Company;
(v) the subscription for the Investor Shares wil comply with the provisions of
Apendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules and
Chapter 4.15 of the Listing Guide and the guidelines isued by the SFC and wil
refrain from acting in any maner that would cause the Company, the Joint
Sponsors and/or the Sponsor-OCs, Haitong International, BOCI, and/or the
other overal cordinators to be in breach of such provisions;
(w) none of the Investor, its respective beneficial owner(s) and/or asociates is
subscribing for the Investor Shares under this Agrement with any financing
(direct or indirect) by any conected person of the Company, by any one of the
Sponsor-OCs, the Joint Sponsors, Haitong International, BOCI, the other
overal cordinators or by any one of the underwriters or the CMIs of the Global
Ofering; the Investor and each of its asociates, if any, is independent of, and
not conected with, the other investors who have participated or wil participate
in the Global Ofering and any of their asociates;
(x) except as provided for in this Agrement, the Investor has not entered into any
arangement, agrement or undertaking with any Governmental Authority or
any third party with respect to any of the Investor Shares;
(y) save as previously disclosed to the Company, the Joint Sponsors, the Sponsor-
OCs, Haitong International and BOCI in writing, the Investor, its beneficial
owner(s) and/or asociates have not entered and wil not enter into any swap
arangement or other financial or investment product involving the Investor
Shares;
(z) none of the Investor or any of its controling shareholder(s), asociates and their
respective beneficial owners has aplied for or placed an order through the
bok-building proces for any H Shares under the Global Ofering other than
pursuant to this Agrement; and
(a) the agregate holding (direct or indirect) of the Investor and its close asociates
(having the meaning under the Listing Rules) in the total isued share capital of
the Company shal not be such as to cause the total securities of the Company
held by the public (having the meaning under the Listing Rules) to fal below
the percentage required by the Listing Rules or as otherwise aproved by the
Stock Exchange.
6.3 The Investor represents and warants to the Company, the Sponsor-OCs, the Joint
Sponsors, Haitong International and BOCI that the description set out in Schedule 2 in
relation to it and the group of companies of which it is a member and al Investor-related
Information provided to and/or as requested by the Regulators and/or any of the
Company, the Joint Sponsors, the Sponsor-OCs, Haitong International, BOCI and their
respective afiliates is true, complete and acurate in al respects and is not misleading.
Without prejudice to the provisions of clause 6.1(b), the Investor irevocably consents
to the reference to and inclusion of its name and al or part of the description of this
Agrement (including the description set out in Schedule 2) in the Public Documents,
marketing and roadshow materials and such other anouncements or displayed
documents which may be isued by or on behalf of the Company, the Sponsor-OCs, the
Joint Sponsors, Haitong International, BOCI, the other overal cordinators in
conection with the Global Ofering, insofar as necesary in the sole opinion of the
Company, the Sponsor-OCs, the Joint Sponsors, Haitong International, BOCI or the
other overal cordinators. The Investor undertakes to provide as son as posible such
further information and/or suporting documentation relating to it, its ownership
(including ultimate beneficial ownership) and/or otherwise relating to the maters which
may reasonably be requested by the Company, the Sponsor-OCs, the Joint Sponsors,
Haitong International and/or BOCI to ensure its/their compliance with aplicable Laws
and/or companies or securities registration and/or the requests of competent Regulators
including without limitation the Stock Exchange, the SFC and the CSRC.
6.4 The Investor hereby agres that after reviewing the description in relation to it and the
group of companies of which it is a member to be included in such drafts of the Public
Documents and other marketing materials relating to the Global Ofering from time to
time provided to the Investor and making such amendments as may be reasonably
required by the Investor (if any), the Investor shal be demed to warant that such
description in relation to it and the group of companies of which it is a member is true,
acurate and complete in al respects and is not misleading, and it agres to notify the
Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI
promptly in writing if any of the waranties, undertakings, representations or
acknowledgements therein ceases to be acurate and complete or becomes misleading
in any respect.
6.5 The Investor understands that the waranties, undertakings, representations, agrements,
confirmations and acknowledgements in clauses 6.1 and 6.2 are required in conection
with Hong Kong Laws and the securities laws of the United States, amongst others. The
Investor acknowledges that the Company, the Sponsor-OCs, the Joint Sponsors,
Haitong International, BOCI, the other overal cordinators, the CMIs, the underwriters,
and their respective subsidiaries, agents, afiliates and advisers, and others wil rely
upon the truth, completenes and acuracy of the Investor’s waranties, undertakings,
representations, agrements, confirmations and acknowledgements set forth therein,
and it agres to notify the Company, the Sponsor-OCs, the Joint Sponsors, Haitong
International and BOCI promptly in writing if any of the waranties, undertakings,
representations, agrements, confirmations and acknowledgements therein ceases to be
acurate and complete or becomes misleading in any respect.
6.6 The Investor agres and undertakes that the Investor wil on demand fuly and
efectively indemnify and hold harmles, on an after tax basis, each of the Company,
the Sponsor-OCs, the Joint Sponsors, Haitong International, BOCI, the other overal
cordinators, the CMIs and the underwriters of the Global Ofering, each on its own
behalf and on trust for its respective afiliates, any person who controls it within the
meaning of the Securities Act as wel as its respective oficers, directors, supervisors,
employes, staf, asociates, partners, agents and representatives (colectively, the
“Indemnified Parties”), against any and al loses, costs, expenses, claims, actions,
liabilities, procedings or damages which may be made or established against such
Indemnified Party in conection with the subscription of the Investor Shares and
transactions contemplated hereunder, the Investor Shares or this Agrement in any
maner whatsoever, including a breach or an aleged breach of this Agrement or any
act or omision or aleged act or omision hereunder, by or caused by the Investor or its
oficers, directors, supervisors, employes, staf, afiliates, agents, representatives,
asociates or partners, and against any and al costs, charges, loses or expenses which
any Indemnified Party may sufer or incur in conection with or disputing or defending
any such claim, action or procedings on the grounds of or otherwise arising out of or
in conection therewith.
6.7 Each of the acknowledgements, confirmations, representations, waranties and
undertakings given by the Investor under clauses 6.1, 6.2, 6.3, 6.4, 6.5 and 6.6 (as the
case may be) shal be construed as a separate acknowledgement, confirmation,
representation, waranty or undertaking and shal be demed to be repeated on the
Listing Date and, if aplicable, the Delayed Delivery Date.
6.8 The Company represents, warants and undertakes that:
(a) it has ben duly incorporated and is validly existing under the laws of its place
of incorporation;
(b) it has ful power, authority and capacity, and has taken al actions required to
enter into and perform its obligations under this Agrement;
(c) subject to payment in acordance with clause 4.2 and the Lock-up Period
provided under clause 5.1, the Investor Shares wil, when delivered to the
Investor in acordance with clause 4.4, be fuly paid-up, frely transferable and
fre from al options, liens, charges, mortgages, pledges, claims, equities,
encumbrances and other third-party rights and shal rank pari pasu with the H
Shares then in isue and to be listed on the Stock Exchange;
(d) none of the Company and its controling shareholder (as defined in the Listing
Rules), any member of the Group and their respective afiliates, directors,
supervisors, oficers, employes and agents have entered into any agrement or
arangement, including any side leter which is inconsistent with the Listing
Rules (including Chapter 4.15 of the Listing Guide) with any of the Investors
or its afiliates, directors, supervisors, oficers, employes or agents; and
(e) except as provided for in this Agrement, neither the Company or any member
of the Group nor any of their respective afiliates, directors, supervisors, oficers,
employes or agents has entered into any arangement, agrement or
undertaking with any Governmental Authority or any third party with respect to
any of the Investor Shares.
6.9 The Company acknowledges, confirms and agres that the Investor wil be relying on
information contained in the International Ofering Circular and that the Investor shal
have the same rights in respect of the International Ofering Circular as other investors
purchasing H Shares in the International Ofering.
7. TERMINATION
7.1 This Agrement may be terminated:
(a) in acordance with clauses 3.2, 4.6 and 4.7;
(b) solely by the Company, or by each of the Sponsor-OCs, the Joint Sponsors,
Haitong International and BOCI, in the event that there is a material breach of
this Agrement on the part of the Investor or the Investor’s wholy-owned
subsidiary (in the case of transfer of Investor Shares pursuant to clause 5.2
above) (including a material breach of the representations, waranties,
undertakings and confirmations by the Investor under this Agrement) on or
before the closing of the International Ofering or, if aplicable, the Delayed
Delivery Date (notwithstanding any provision to the contrary to this Agrement);
or
(c) with the writen consent of al the Parties.
7.2 Without prejudice to clause 7.3, in the event that this Agrement is terminated in
acordance with clause 7.1, the Parties shal not be bound to proced with their
respective obligations under this Agrement (except for the confidentiality obligation
under clause 9.1 set forth below) and the rights and liabilities of the Parties hereunder
(except for the rights under clause 6.6 set forth above and clause 12 set forth below)
shal cease and no Party shal have any claim against any other Parties without prejudice
to the acrued rights or liabilities of any Party to the other Parties in respect of the terms
herein at or before such termination.
7.3 Notwithstanding the above, Clause 6.6, the indemnities given by the Investor and
related clauses herein, and clauses 8.1, 10, 11 and 12 shal survive notwithstanding the
termination of this Agrement.
8. ANOUNCEMENTS AND CONFIDENTIALITY
8.1 Save as otherwise provided in this Agrement, none of the Parties shal disclose any
information concerning this Agrement or the transactions contemplated herein or any
other arangement involving the Company, the Sponsor-OCs, the Joint Sponsors,
Haitong International, BOCI, and the Investor without the prior writen consent of the
other Parties. Notwithstanding the foregoing, this Agrement may be disclosed by any
Party:
(a) to the Stock Exchange, the SFC, the CSRC and/or other Regulators to which
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International
and/or BOCI is subject, and the background of the Investor and its relationship
betwen the Company and the Investor may be described in the Public
Documents to be isued by or on behalf of the Company and marketing,
roadshow materials and other anouncements to be isued by or on behalf of
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International
and/or BOCI in conection with the Global Ofering;
(b) to the legal and financial advisors, auditors, and other advisors, and afiliates,
asociates, directors, supervisors, oficers and relevant employes,
representatives and agents of the Parties on a ned-to-know basis provided that
such Party shal (i) procure that each such legal, financial and other advisors,
and afiliates, asociates, directors, supervisors, oficers and relevant employes,
representatives and agents of the Party is made aware and complies with al the
confidentiality obligations set forth herein and (i) remain responsible for any
breach of such confidential obligations by such legal, financial and other
advisors, and afiliates, asociates, directors, supervisors, oficers and relevant
employes, representatives and agents of the Party; and
(c) otherwise by any Party as may be required by any aplicable Law, any
Governmental Authority or body with jurisdiction over such Party (including
without limitation the Stock Exchange, the SFC and the CSRC) or stock
exchange rules (including submiting this Agrement as a material contract to
the Hong Kong Companies Registry for registration and making it available on
display in acordance with the Companies (Winding Up and Miscelaneous
Provisions) Ordinance and the Listing Rules) or any binding judgment, order or
requirement of any competent Governmental Authority.
8.2 No other reference or disclosure shal be made regarding this Agrement or any
ancilary maters hereto by the Investor, except where the Investor shal have consulted
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI
in advance to sek their prior writen consent as to the principle, form and content of
such disclosure.
8.3 The Company shal use its reasonable endeavours to provide for review by the Investor
of any statement in any of the Public Documents which relates to this Agrement, the
relationship betwen the Company and the Investor and the general background
information on the Investor prior to publication. The Investor shal coperate with the
Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI to
ensure that al references to it in such Public Documents are true, complete, acurate
and not misleading and that no material information about it is omited from the Public
Documents, and shal provide any coments and verification documents promptly to
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI
and their respective counsels.
8.4 The Investor undertakes promptly to provide al asistance reasonably required in
conection with the preparation of any disclosure required to be made as refered to in
clause 8.1 (including providing such further information and/or suporting
documentation relating to it, its ownership (including ultimate beneficial ownership)
and/or otherwise relating to the maters refered thereto which may reasonably be
required by the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International
or BOCI) to (i) update the description of the Investor in the Public Documents
subsequent to the date of this Agrement and to verify such references, and (i) enable
the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI
to comply with aplicable companies or securities registration and/or the requests of
competent Regulators, including without limitation the Stock Exchange, the SFC and
the CSRC.
9. NOTICES
9.1 Al notices delivered hereunder shal be in writing in either the English or Chinese
language and shal be delivered in the maner required by clause 9.2 to the folowing
adreses:
If to the Company, to:
Adres: Rom 309, Building B, Gren Valey Square, Shenchang Road,
Hongqiao District, Shanghai, PRC
Email: liuliting@sic.c
Atention: Liu Liting
If to the Investor, to:
Adres: Units 8501 & 8507-08, Level 85, International Comerce
Centre, 1 Austin Road West, Kowlon, Hong Kong
Email: im@miraeaset.hk
Atention: MASHK Team
If to CIC, to
Adres: 29/F, One International Finance Centre, 1 Harbour View Stret,
Central, Hong Kong
Email: IB_PJ_216@cic.com.cn
Atention: Project 216 deal team
If to CITIC, to:
Adres: 18/F, One Pacific Place, 88 Quensway, Hong Kong
Email: project_216@clsa.com
Atention: 中信里昂 Project 216 团队
If to CLSA, to:
Adres: 18/F, One Pacific Place, 88 Quensway, Hong Kong
Email: project_216@clsa.com
Atention: 中信里昂 Project 216 团队
If to Haitong International, to:
Adres: 22/F Li Po Chun Chambers, 189 Des Voeux Road Central, Hong
Kong
Email: project.216@htisec.com
Atention: Project 216 deal team
If to BOCI, to:
Adres: 26/F, Bank of China Tower, 1 Garden Road, Hong Kong
Email: project.216_2025@bocigroup.com
Atention: Project 216 deal team
9.2 Any notice delivered hereunder shal be delivered by hand or sent by email or sent by
facsimile (if aplicable) or by pre-paid post. Any notice shal be demed to have ben
received, if delivered by hand, when delivered, if sent by facsimile, on receipt of
confirmation of transmision, if sent by email, when transmited provided no non-
delivery mesage is received, and if sent by pre-paid post, (in the absence of evidence
of earlier receipt) 48 hours after it was posted (or six days if sent by air mail). Any
notice received on a day which is not a busines day shal be demed to be received on
the next folowing busines day.
10. GENERAL
10.1 Each of the Parties confirms and represents that this Agrement has ben duly
authorised, executed and delivered by it and constitutes its legal, valid and binding
obligations and is enforceable against it in acordance with its terms. Except for such
consents, aprovals and authorisations as may be required by the Company to
implement the Global Ofering, no corporate, shareholder or other consents, aprovals
or authorisations are required by such Party for the performance of its obligations under
this Agrement and each of the Parties further confirms that it can perform its
obligations described hereunder.
10.2 Save for manifest eror, calculations and determinations made in god faith by the
Company, the Sponsor-OCs and the Joint Sponsors shal be conclusive and binding
with respect to the number of Investor Shares, the Ofer Price and the amount of
payment required to be made by the Investor pursuant to clause 4.2 of this Agrement
and for the purposes of this Agrement.
10.3 The obligations of each of the Joint Sponsors, the Sponsor-OCs, Haitong International
and BOCI as stipulated in this Agrement are several (and not joint or joint and several).
None of the Joint Sponsors or the Sponsor-OCs, Haitong International or BOCI wil be
liable for any failure on the part of any of the other Joint Sponsors or Sponsor-OCs,
Haitong International or BOCI to perform their respective obligations under this
Agrement and no such failure shal afect the right of any of the other Joint Sponsors
or Sponsor-OCs, Haitong International or BOCI to enforce the terms of this Agrement.
Notwithstanding the foregoing, each of the Joint Sponsors, the Sponsor-OCs, Haitong
International and BOCI shal be entitled to enforce any or al of its rights under this
Agrement either alone or jointly with the other Joint Sponsors, the Sponsor-OCs,
Haitong International and BOCI, to the extent permited by aplicable Laws.
10.4 The Investor, the Company, the Sponsor-OCs, the Joint Sponsors, Haitong International
and BOCI shal coperate with respect to any notifications to, or consents and/or
aprovals of, third parties which are or may be required for the purposes of or in
conection with this Agrement and the transactions contemplated under this
Agrement.
10.5 No alteration to, or variation of, this Agrement shal be efective unles it is in writing
and signed by or on behalf of al the Parties. For the avoidance of doubt, any alteration
to, or variation of, this Agrement shal not require any prior notice to, or consent from,
any person who is not a Party.
10.6 This Agrement wil be executed in the English language only.
10.7 Unles otherwise agred by the relevant Parties in writing, each Party shal bear its own
legal and profesional fes, costs and expenses incured in conection with this
Agrement, save that stamp duty arising in respect of any of the transactions
contemplated in this Agrement shal be borne by the relevant transferor/seler and the
relevant transfere/buyer in equal shares.
10.8 Time shal be of the esence of this Agrement but any time, date or period refered to
in this Agrement may be extended by mutual writen agrement betwen the Parties.
10.9 Al provisions of this Agrement shal so far as they are capable of being performed or
observed continue in ful force and efect notwithstanding the Closing in acordance
with clause 4 except in respect of those maters then already performed and unles they
are terminated with the writen consent of the Parties.
10.10 This Agrement constitutes the entire agrement and understanding betwen the Parties
in conection with the investment in the Company by the Investor. This Agrement
supersedes al prior promises, asurances, waranties, representations, comunications,
understandings and agrements relating to the subject mater hereof, whether writen or
oral.
10.11 To the extent otherwise set out in this clause 10.11, a person who is not a party to this
Agrement has no right under the Contracts (Rights of Third Parties) Ordinance to
enforce any term of this Agrement but this does not afect any rights or remedy of a
third party which exists or is available apart from the Contracts (Rights of Third Parties)
Ordinance:
(a) each of the other overal cordinators may enforce (i) clause 6, and (i) any other
term(s) of this Agrement which confers a benefit on such overal cordinator
to the same extent as if they were a party to this Agrement.
(b) Indemnified Parties may enforce and rely on clause 6.6 to the same extent as if
they were a party to this Agrement.
(c) This Agrement may be terminated or rescinded and any term may be amended,
varied or waived without the consent of the persons refered to in sub-clauses
10.11(a) and (b).
10.12 Each of the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI has the
power and is hereby authorised to delegate al or any of their relevant rights, duties,
powers and discretions in such maner and on such terms as they think fit (with or
without formality and without prior notice of any such delegation being required to be
given to the Company or the Investor) to any one or more of their afiliates. Such
Overal Cordinator or Joint Sponsor shal remain liable for al acts and omisions of
any of its afiliates to which it delegates relevant rights, duties, powers and/or
discretions pursuant to this sub-clause notwithstanding any such delegation.
10.13 No delay or failure by a Party to exercise or enforce (in whole or in part) any right
provided by this Agrement or by law shal operate as a release or waiver of, or in any
way limit, that Party’s ability to further exercise or enforce that, or any other, right and
no single or partial exercise of any such right or remedy shal preclude any other or
further exercise of it or the exercise of any other right or remedy. The rights, powers
and remedies provided in this Agrement are cumulative and not exclusive of any rights,
powers and remedies (whether provided by law or otherwise). A waiver of any breach
of any provision of this Agrement shal not be efective, or implied, unles that waiver
is in writing and is signed by the Party against whom that waiver is claimed.
10.14 If at any time any provision of this Agrement is or becomes ilegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shal not afect or
impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision
of this Agrement; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of
that or any other provision of this Agrement.
10.15 This Agrement shal be binding upon, and inure solely to the benefit of the Parties and
their respective heirs, executors, administrators, sucesors and permited asigns, and
no other person shal acquire or have any right under or by virtue of this Agrement.
Except for the purposes of internal reorganization or restructuring, no Party may asign
or transfer al or any part of the benefits of, or interest or right in or under this
Agrement. Obligations under this Agrement shal not be asignable.
10.16 Without prejudice to al rights to claim against the Investor for al loses and damages
sufered by the other Parties, if there is any breach of waranties made by the Investor
on or before the Listing Date or the Delayed Delivery Date (if aplicable), the Company,
the Sponsor-OCs, the Joint Sponsors, Haitong International and BOCI shal,
notwithstanding any provision to the contrary to this Agrement, have the right to
rescind this Agrement and al obligations of the Parties hereunder shal cease forthwith.
10.17 Each of the Parties undertakes with the other Parties that it shal execute and perform,
and procure that it is executed and performed, such further documents and acts as may
be required to give efect to the provisions of this Agrement.
10.18 Each of the Parties irevocably and unconditionaly agre that this Agrement may be
executed by way of ataching electronic signatures in compliance with aplicable Laws,
and the method used is reliable, and is apropriate, for the purpose for which the
information contained in the document is comunicated.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agrement and the relationship betwen the Parties shal be governed by, and
interpreted in acordance with, the laws of Hong Kong.
11.2 Any dispute, controversy or claim arising out of or in conection with this Agrement,
or the breach, termination or invalidity thereof (“Dispute”), shal be setled by
arbitration in acordance with the Hong Kong International Arbitration Centre
Administered Arbitration Rules in force as of the date of submiting the arbitration
aplication. The place of arbitration shal be Hong Kong and the governing law of the
arbitration procedings shal be the laws of Hong Kong. There shal be thre arbitrators
and the language in the arbitration procedings shal be English. The decision and
award of the arbitral tribunal shal be final and binding on the parties and may be entered
and enforced in any court having jurisdiction, and the parties irevocably and
unconditionaly waive any and al rights to any form of apeal, review or recourse to
any judicial authority, insofar as such waiver may be validly made. Notwithstanding
the foregoing, the parties shal have the right to sek interim injunctive relief or other
interim relief from a court of competent jurisdiction, before the arbitral tribunal has
ben apointed. Without prejudice to such provisional remedies as may be available
under the jurisdiction of a national court, the arbitral tribunal shal have ful authority
to grant provisional remedies or order the parties to request that a court modify or vacate
any temporary or preliminary relief isued by a such court, and to award damages for
the failure of any party to respect the arbitral tribunal’s orders to that efect.
12. IMUNITY
12.1 To the extent that in any procedings in any jurisdiction (including without limitation
arbitration procedings), the Investor has or can claim for itself or its asets, properties
or revenues any imunity (on the grounds of sovereignty or crown status or otherwise)
from any action, suit, proceding or other legal proces (including without limitation
arbitration procedings), from set-of or counterclaim, from the jurisdiction of any court,
from service of proces, from atachment to or in aid of execution of any judgment,
decision, determination, order or award (including without limitation any arbitral
award), or from other action, suit or proceding for the giving of any relief or for the
enforcement of any judgement, decision, determination, order or award (including
without limitation any arbitral award) or to the extent that in any such procedings there
may be atributed to itself or its asets, properties or revenues any such imunity
(whether or not claimed), each of the Investor hereby irevocably and unconditionaly
waives and agres not to plead or claim any such imunity in relation to any such
procedings.
13. COUNTERPARTS
13.1 This Agrement may be executed in any number of counterparts, and by each Party
hereto on separate counterparts. Each counterpart is an original, but al counterparts
shal together constitute one and the same instrument. Delivery of an executed
counterpart signature page of this Agrement by e-mail atachment (PDF) or telecopy
shal be an efective mode of delivery.
IN WITNES whereof each of the Parties has executed this Agrement by its duly authorised
signatory on the date set out at the begining.
SCHEDULE 1
INVESTOR SHARES
Number of Investor Shares
The number of Investor Shares shal be equal to (1) Hong Kong dolar equivalent of US dolar
15,000,000 (calculated using the closing Hong Kong dolar: US dolar exchange rate as
disclosed in the Prospectus (excluding Brokerage and the Levies which the Investor wil pay
in respect of the Investor Shares) divided by (2) the Ofer Price, rounded down to the nearest
whole board lot of 100 H Shares).
Pursuant to paragraph 4.2(a) of Practice Note 18 to the Listing Rules, Chapter 4.14 of the
Listing Guide and the waiver as granted by the Stock Exchange (if any), in the event of over-
subscription under the Hong Kong Public Ofering, the number of Investor Shares to be
subscribed for by the Investor under this Agrement might be afected by the realocation of H
Shares betwen the International Ofering and the Hong Kong Public Ofering. If the total
demand for H Shares in the Hong Kong Public Ofering fals within the circumstances set out
in the section headed “Structure of the Global Ofering—The Hong Kong Public Ofering—
Realocation” in the Prospectus, the number of Investor Shares may be deducted to satisfy the
public demands under the Hong Kong Public Ofering.
Further, the Joint Sponsors, the Sponsor-OCs and the Company can adjust the alocation of the
number of Investor Shares in their sole and absolute discretion for the purpose of satisfying the
relevant requirements under the Listing Rules, including without limitation (i) Rule 8.08(3) of
the Listing Rules which provides that no more than 50% of the H Shares in public hands on the
Listing Date can be beneficialy owned by the thre largest public Shareholders, (i) the
minimum public float requirement under Rule 8.08(1) (as amended and replaced by Rule
19A.13A) of the Listing Rules or as otherwise waived by the Stock Exchange, (i) the
minimum fre float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C)
of the Listing Rules, or (iv) paragraph 3.2 of Practice Note 18 to the Listing Rules, which
provides that at least 40% of the total number of shares initialy ofered in the Global Ofering
must be alocated to investors in the placing tranche (other than cornerstone investors). Further,
the Sponsor-OCs and the Company can adjust the number of Investor Shares in their sole and
absolute discretion for the purpose of compliance with Apendix F1 (Placing Guidelines for
Equity Securities) to the Listing Rules.
SCHEDULE 2
PARTICULARS OF THE INVESTOR
The Investor
Place of incorporation: Hong Kong
Certificate of incorporation number: 984470
Busines registration number: 35888340
LEI number: 213800TUQUT8GHZ555
Busines adres and telephone number and
contact person:
Unit 8501,8507-08, Level 85, International
Comerce Centre, 1 Austin Road West,
Kowlon, Hong Kong, Hongkong, Hong
Kong Tel: 95921686, Michael Li
Principal activities: Trading and Investments
Ultimate controling shareholder: MIRAE ASET SECURITIES CO., LTD.
Place of incorporation of ultimate controling
shareholder:
Republic of Korea
Busines registration number and LEI
number of ultimate controling shareholder:
BR: 116-81-05556
LEI: 98840072S6T63E2V1291
Principal activities of ultimate controling
shareholder:
Investment banking, sales & trading, wealth
management and principle investments
Shareholder and interests held: 100%
Description of the Investor for insertion in
the Prospectus:
Mirae Aset Securities (HK) Ltd. (“Mirae
Aset Securities”), a wholy owned
subsidiary of Mirae Aset Securities Co.,
Ltd., was established in Hong Kong in July
2005 and is licensed by the SFC to cary on
type 9 (aset management) regulated activity.
Al of the investors’ fund managed by Mirae
Aset Securities are from independent third
parties and none of the investors hold more
than 30% interest in the fund.
The parent company Mirae Aset Securities
Co., Ltd. (“Mirae Securities”) is one of the
largest investment banks incorporated in the
Republic of Korea, providing a
comprehensive range of financial services
including brokerage, wealth management,
investment banking, sales & trading, and
principal investments. The company is
ultimately controled by Mirae Aset Capital
Co., Ltd., a financial investment company
incorporated in the Republic of Korea. The
company engages primarily in corporate
lending, structured finance, and strategic
investments to suport the broader Mirae
Aset Financial Group. Mirae Securities is
listed on the Korea Exchange under stock
code 006800.KS.
Relevant investor category(ies) (as required
to be included on the Stock Exchange’s FINI
place list template or required to be
disclosed by the FINI interface in relation to
places):
Cornerstone investor
CORNERSTONE INVESTMENT AGREMENT
August 7, 2025
SIC CO., LTD.
(
山东天岳先进科技股份有限公司
)
AND
SDG ASET MANAGEMENT (HK) LIMITED
as the investment manager for and on behalf of
SDG ASET MANAGEMENT (HK) LIMITED-CLIENT ACOUNT 3
AND
CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED
AND
CITIC SECURITIES (HONG KONG) LIMITED
AND
CLSA LIMITED
i
TABLE OF CONTENTS
Clause Page
1. Definitions and interpretations . 1
2. Investment . 7
3. Closing conditions . 8
4. Closing . 10
5. Restrictions on the Investor . 11
6. Acknowledgements, representations, undertakings and waranties . 14
7. Termination . 26
8. Anouncements and confidentiality . 26
9. Notices . 28
10. General . 29
11. Governing law and jurisdiction . 31
12. Imunity . 31
13. Counterparts . 32
Schedule 1 Investor Shares . 1
Schedule 2 Particulars of SDG ASET and the Investor . I
THIS AGREMENT (this “Agrement”) is made on August 7, 2025
BETWEN:
- , Ltd. (山东天岳先进科技股份有限公司), a joint stock company established
in the PRC with limited liability, whose registered ofice is at No. 99, South Tianyue
Road, Huaiyin District, Jinan City, Shandong, PRC (the “Company”);
(2) SDG ASET MANAGEMENT (HK) LIMITED-CLIENT ACOUNT 3 (the
“Investor”), for which SDG ASET MANAGEMENT (HK) LIMITED (“SDG
Aset”), a company incorporated in Hong Kong whose registered ofice is at Roms
4003-05, 40/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong is
acting for and on behalf of the Investor as the investment manager;
- /F, One
International Finance Centre, 1 Harbour View Stret, Central, Hong Kong (“CIC”);
- /F, One Pacific Place, 88 Quensway,
Hong Kong (“CITIC”);
- /F, One Pacific Place, 88 Quensway, Hong Kong (“CLSA”).
(CIC and CITIC the “Joint Sponsors”, and each a “Joint Sponsor”, and CIC and
CLSA, the “Sponsor-OCs”, and each a “Sponsor-OCs”)
WHEREAS:
(A) The Company has made an aplication for listing of its H Shares (as defined below) on
the Stock Exchange (as defined below) by way of a global ofering (the “Global
Ofering”) comprising:
(i) a public ofering by the Company for subscription of 4,774,600 H Shares (as
defined below) by the public in Hong Kong (the “Hong Kong Public
Ofering”); and
(i) a conditional placing of 42,971,100 H Shares outside the United States to
investors (including placing to profesional and institutional investors in Hong
Kong) in ofshore transactions in reliance on Regulation S under the Securities
Act (as defined below) or another available exemption from registration under
the Securities Act (the “International Ofering”).
(B) CIC and CITIC are acting as the joint sponsors of the Global Ofering. CIC, CLSA,
Haitong International Securities Company Limited, BOCI Asia Limited and UOB Kay
Hian (Hong Kong) Limited are acting as the overal cordinators and capital market
intermediaries of the Global Ofering.
(C) The Investor wishes to subscribe for the Investor Shares (as defined below) as part of
the International Ofering, subject to and on the basis of the terms and conditions set
out in this Agrement.
(D) SDG Aset is executing and delivering this Agrement in its capacity as the investment
manager for and on behalf of the Investor, which is a Party to this Agrement.
IT IS AGRED as folows:
1. DEFINITIONS AND INTERPRETATIONS
1.1 In this Agrement, including its recitals and schedules, each of the folowing words,
terms and expresions shal have the folowing meanings:
“afiliate” in relation to a particular individual or entity, unles the context otherwise
requires, means any individual or entity which directly or indirectly, through one or
more intermediaries, controls, or is controled by, or is under comon control with, the
individual or entity specified. For the purposes of this definition, the term “control”
(including the terms “controling”, “controled by” and “under comon control with”)
means the posesion, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise;
“AFRC” means the Acounting and Financial Reporting Council of Hong Kong;
“Agregate Investment Amount” means the amount equal to the Ofer Price
multiplied by the number of Investor Shares;
“Aprovals” has the meaning given to it in clause 6.2(g);
“asociate/close asociate” shal have the meaning ascribed to such term in the Listing
Rules and “asociates/close asociates” shal be construed acordingly;
“Brokerage” means brokerage calculated as 1% of the Agregate Investment Amount
as required by paragraph 7(1) of the Fes Rules (as defined under the Listing Rules);
“busines day” means any day (other than Saturday, Sunday or a public holiday in
Hong Kong) on which licensed banks in Hong Kong are generaly open to the public in
Hong Kong for normal banking busines and on which the Stock Exchange is open for
the busines of dealing in securities;
“CAS” means the Central Clearing and Setlement System established and operated
by The Hong Kong Securities Clearing Company Limited;
“Closing” means closing of the subscription of the Investor Shares in acordance with
the terms and conditions of this Agrement;
“CMI(s)” means capital market intermediary(ies) as defined under the Code of Conduct
for bok-building and placing activities in equity capital market transactions.
“Code of Conduct” means the Code of Conduct for Persons Licensed by or Registered
with the Securities and Futures Comision, as amended, suplemented or otherwise
modified from time to time;
“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the Laws
of Hong Kong), as amended, suplemented or otherwise modified from time to time;
“Companies (Winding Up and Miscelaneous Provisions) Ordinance” means the
Companies (Winding Up and Miscelaneous Provisions) Ordinance (Chapter 32 of the
Laws of Hong Kong) as amended, suplemented or otherwise modified from time to
time;
“conected person/core conected person” shal have the meaning ascribed to such
term in the Listing Rules and “conected persons/core conected persons” shal be
construed acordingly;
“conected relationship” shal have the meaning ascribed to such term and as
construed under the CSRC Filing Rules;
“Contracts (Rights of Third Parties) Ordinance” means the Contracts (Rights of
Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) as amended,
suplemented or otherwise modified from time to time;
“controling shareholder” shal, unles the context otherwise requires, have the
meaning ascribed to such term in the Listing Rules and “controling shareholders”
shal be construed acordingly;
“CSRC” means the China Securities Regulatory Comision of the PRC;
“CSRC Filing Rules” means the Trial Administrative Measures of Overseas Securities
Ofering and Listing by Domestic Companies (境内企业境外发行证券和上市管理
试行办法) and suporting guidelines isued by the CSRC, as amended, suplemented
or otherwise modified from time to time;
“CSRC Filing Report” means the filing report of the Company in relation to the Global
Ofering, including any amendments, suplements and/or modifications thereof, to be
submited to the CSRC pursuant to Article 13 of the CSRC Filing Rules;
“CSRC Filings” means any and al leters, filings, corespondences, comunications,
documents, responses, undertakings and submisions in writing, oraly or in any form,
including any amendments, suplements and/or modifications thereof, made or to be
made to the CSRC, relating to or in conection with the Global Ofering pursuant to
the CSRC Filing Rules and other aplicable laws, regulations and requirements of the
CSRC (including, without limitation, the CSRC Filing Report);
“Delayed Delivery Date” means, subject to the underwriting agrements for the Hong
Kong Public Ofering and the International Ofering being entered into and having
become unconditional and not having ben terminated, such later date as the Sponsor-
OCs shal notify the Investor in acordance with clause 4.3;
“dispose of” includes, in respect of any Relevant Shares, directly or indirectly:
(i) ofering, pledging, charging, seling, mortgaging, lending, creating, transfering,
asigning or otherwise disposing of any legal or beneficial interest (including
by the creation of or any agrement to create or seling or granting or agreing
to sel or grant any option or contract to purchase, subscribe for, lend or
otherwise transfer or dispose of or any warant or right to purchase, subscribe
for, lend or otherwise transfer or dispose of, or purchasing or agreing to
purchase any option, contract, warant or right to sel or creating any
encumbrance over or agreing to create any encumbrance over), either directly
or indirectly, conditionaly or unconditionaly, or creating any third party right
of whatever nature over, any legal or beneficial interest in the Relevant Shares
or any other securities convertible into or exercisable or exchangeable for such
Relevant Shares or any interest in them, or that represent the right to receive,
such Relevant Shares, or contracting to do so, whether directly or indirectly and
whether conditionaly or unconditionaly; or
(i) entering into any swap or other arangement that transfers to another, in whole
or in part, any beneficial ownership of the Relevant Shares or any interest in
them or any of the economic consequences or incidents of ownership of such
Relevant Shares or such other securities or any interest in them; or
(i) entering into any other transaction directly or indirectly with the same economic
efect as any of the foregoing transactions described in (i) and (i) above; or
(iv) agreing or contracting to, or publicly anouncing or disclosing an intention to,
enter into any of the foregoing transactions described in (i), (i) and (i) above,
in each case whether any of the foregoing transactions described in (i), (i) and
(i) above is to be setled by delivery of Relevant Shares or such other securities
convertible into or exercisable or exchangeable for Relevant Shares, in cash or
otherwise; and “disposal” shal be construed acordingly;
“FINI” shal have the meaning ascribed to such term to in the Listing Rules;
“Global Ofering” has the meaning given to it in Recital (A);
“Governmental Authority” means any governmental, inter-governmental, regulatory
or administrative comision, board, body, authority or agency, or any stock exchange,
self-regulatory organisation or other non-governmental regulatory authority (including
without limitation, the Stock Exchange, the Shanghai Stock Exchange, the SFC and the
CSRC), or any court, judicial body, tribunal or arbitrator, in each case whether national,
central, federal, provincial, state, regional, municipal, local, domestic, foreign or
supranational;
“Group” means the Company and its subsidiaries;
“H Shares” means the overseas listed foreign share(s) in the share capital of the
Company with a nominal value of RMB1.00 each, which is/are to be subscribed for and
traded in HK dolars and to be listed on the Stock Exchange;
“HK$” or “Hong Kong dolar” means the lawful curency of Hong Kong;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
“Hong Kong Public Ofering” has the meaning given to it in Recital (A);
“Indemnified Parties” has the meaning given to it in clause 6.6, and “Indemnified
Party” shal mean any one of them, as the context shal require;
“International Ofering” has the meaning given to it in Recital (A);
“International Ofering Circular” means the final ofering circular expected to be
isued by the Company to the prospective investors (including the Investor) in
conection with the International Ofering;
“Investor-related Information” has the meaning given to it in clause 6.2(i);
“Investor Shares” means the number of H Shares to be subscribed for the Investor in
the International Ofering in acordance with the terms and conditions herein and as
calculated in acordance with Schedule 1 and determined by the Company and the
Sponsor-OCs;
“Laws” means al laws, statutes, legislation, ordinances, measures, rules, regulations,
guidelines, guidance, decisions, opinions, notices, circulars, directives, requests, orders,
judgments, decres or rulings of any Governmental Authority (including, without
limitation, the Stock Exchange, the Shanghai Stock Exchange, the SFC and the CSRC)
of al relevant jurisdictions;
“Levies” means the SFC transaction levy of 0.0027% (or the prevailing transaction levy
on the Listing Date) and the Stock Exchange trading fe of 0.00565% (or the prevailing
trading fe on the Listing Date), and the AFRC transaction levy of 0.00015% (or the
prevailing transaction levy on the Listing Date), in each case, of the Agregate
Investment Amount;
“Listing Date” means the date on which the H Shares are initialy listed on the Main
Board of the Stock Exchange;
“Listing Guide” means the Guide for New Listing Aplicants isued by the Stock
Exchange, as amended, suplemented or otherwise modified from time to time;
“Listing Rules” means the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, and the listing decisions, guidelines and other
requirements of the Stock Exchange, each as amended or suplemented from time to
time;
“Lock-up Period” has the meaning given to it in clause 5.1;
“Ofer Price” means the final Hong Kong dolar price per H Share (exclusive of
Brokerage and Levies) at which the H Shares are to be ofered or sold pursuant to the
Global Ofering;
“Over-alotment Option” has the meaning given to it in the International Ofering
Circular;
“Parties” means the named parties to this Agrement, and “Party” shal mean any one
of them, as the context shal require;
“PRC” means the People’s Republic of China, excluding, for purposes of this
Agrement only, Hong Kong and Macau Special Administrative Regions and Taiwan,
the PRC;
“Preliminary Ofering Circular” means the preliminary ofering circular expected to
be isued by the Company to the prospective investors (including the Investor) in
conection with the International Ofering, as amended or suplemented from time to
time;
“Profesional Investor” has the meaning given to it in Part 1 of Schedule 1 to the SFO;
“proprietary investment basis” means such investment as made by the Investor for
its own acount and investment purpose but not acting as an agent on behalf of any
third parties, whether or not such investment is made for the benefits of any
shareholders or fund investors of the Investor;
“Prospectus” means the final prospectus to be isued in Hong Kong by the Company
in conection with the Hong Kong Public Ofering;
“Public Documents” means the Preliminary Ofering Circular and the International
Ofering Circular for the International Ofering, the Prospectus to be isued in Hong
Kong by the Company for the Hong Kong Public Ofering and such other documents
and anouncements which may be isued by the Company in conection with the
Global Ofering, each as amended or suplemented from time to time;
“Regulators” has the meaning given to it in clause 6.2(i);
“Relevant Shares” means the Investor Shares subscribed for by the Investor pursuant
to this Agrement, and any shares or other securities of or interests in the Company
which are derived from the Investor Shares pursuant to any rights isue, capitalisation
isue or other form of capital reorganisation (whether such transactions are to be setled
in cash or otherwise);
“Regulation S” means Regulation S under the Securities Act;
“RMB” means Renminbi, the lawful curency of the PRC;
“Rule 144” means Rule 144 under the Securities Act;
“Securities Act” means the United States Securities Act of 1933, as amended,
suplemented or otherwise modified from time to time, and the rules and regulations
promulgated thereunder;
“SFC” means The Securities and Futures Comision of Hong Kong;
“SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong) as amended, suplemented or otherwise modified from time to time;
“Stock Exchange” means The Stock Exchange of Hong Kong Limited;
“subsidiary” has the meaning given to it in the Companies Ordinance;
“U.S.” and “United States” means the United States of America, its teritories and
posesions, any state of the United States and the District of Columbia;
“US$” or “US dolar” means the lawful curency of the United States; and
“U.S. Person” has the meaning given to it in Regulation S.
1.2 In this Agrement, unles the context otherwise requires:
(a) a reference to a “clause”, “sub-clause” or “schedule” is a reference to a clause
or sub-clause of or a schedule to this Agrement;
(b) the index, clause and schedule headings are inserted for convenience only and
shal not afect the construction or interpretation of this Agrement;
(c) the recitals and schedules form an integral part of this Agrement and have the
same force and efect as if expresly set out in the body of this Agrement and
any reference to this Agrement shal include the recitals and schedules;
(d) the singular number shal include the plural and vice versa and words importing
one gender shal include the other gender;
(e) a reference to this Agrement or another instrument includes any variation or
replacement of either of them;
(f) a reference to a statute, statutory provision, regulation or rule includes a
reference:
(i) to that statute, provision, regulation or rule as from time to time
consolidated, amended, suplemented, modified, re-enacted or replaced
by any statute, statutory provision, regulation or rule;
(i) to any repealed statute, statutory provision, regulation or rule which it
re-enacts (with or without modification); and
(i) to any subordinate legislation made under it;
(g) a reference to a “regulation” includes any regulation, rule, oficial directive,
opinion, notice, circular, order, request or guideline (whether or not having the
force of law) of any governmental, intergovernmental or supranational body,
agency, department or of any regulatory, self-regulatory or other authority or
organisation;
(h) references to times of day and dates are, unles otherwise specified, to Hong
Kong times and dates, respectively;
(i) a reference to a “person” includes a reference to an individual, a firm, a
company, a body corporate, an unincorporated asociation or an authority, a
government, a state or agency of a state, a joint venture, asociation or
partnership (whether or not having separate legal personality);
(j) references to “include”, “includes” and “including” shal be construed so as to
mean include without limitation, includes without limitation and including
without limitation, respectively; and
(k) references to any legal term for any action, remedy, method or judicial
proceding, legal document, legal status, court, oficial or any legal concept or
thing in respect of any jurisdiction other than Hong Kong is demed to include
what most nearly aproximates in that jurisdiction to the relevant Hong Kong
legal term.
2. INVESTMENT
2.1 Subject to the conditions refered to in clause 3 below being fulfiled (or waived by the
Parties, except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d) and
3.1(e) canot be waived and the conditions under clause 3.1(f) can only be waived by
the Company, the Sponsor-OCs and the Joint Sponsors) and other terms and conditions
of this Agrement:
(a) the Investor wil, and SDG Asets in its capacity as the investment manager for
and on behalf of the Investor wil procure the Investor to, subscribe for, the
Company wil isue, alot and place, the Sponsor-OCs wil alocate and/or
deliver (as the case may be) or cause to be alocated and/or delivered (as the
case may be) to the Investor, the Investor Shares at the Ofer Price under and as
part of the International Ofering on the Listing Date or the Delayed Delivery
Date, as aplicable and through the Sponsor-OCs and/or their afiliates in their
capacities as international representatives of the international underwriters of
the relevant portion of the International Ofering; and
(b) the Investor wil, and SDG Asets in its capacity as the investment manager for
and on behalf of the Investor wil procure the Investor to, pay the Agregate
Investment Amount, the Brokerage and the Levies in respect of the Investor
Shares in acordance with clause 4.2.
2.2 The Investor may elect by notice in writing, and SDG Aset, in its capacity as the
investment manager of the Investor, shal serve the writen notice for and on behalf of
the Investor to the Company, the Sponsor-OCs and the Joint Sponsors not later than
thre (3) busines days prior to the Listing Date to subscribe for the Investor Shares
through a wholy-owned subsidiary of the Investor that is a Profesional Investor and
is (i) not a U.S. Person; (i) located outside the United States and (i) acquiring the
Investor Shares in an ofshore transaction in acordance with Regulation S, provided
that:
(a) the Investor shal, and SDG Aset in its capacity as the investment manager for
and on behalf of the Investor shal procure the Investor to, procure such wholy-
owned subsidiary of the Investor on such date to provide to the Company, the
Sponsor-OCs and the Joint Sponsors writen confirmation that it agres to be
bound by the same agrements, representations, waranties, undertakings,
acknowledgements and confirmations given in this Agrement by the Investor
and SDG Aset in its capacity as the investment manager for and on behalf of
the Investor, and the agrements, representations, waranties, undertakings,
acknowledgements and confirmations given by the Investor and SDG Aset in
its capacity as the investment manager for and on behalf of the Investor in this
Agrement shal be demed to be given by the Investor for itself and on behalf
of such wholy-owned subsidiary, and
(b) the Investor shal, and SDG Aset in its capacity as the investment manager for
and on behalf of the Investor shal, (i) unconditionaly and irevocably
guarantes to the Company, the Sponsor-OCs and the Joint Sponsors the due
and punctual performance and observance by such wholy-owned subsidiary of
al its agrements, obligations, undertakings, waranties, representations,
indemnities, consents, acknowledgements, confirmations and covenants under
this Agrement; and (i) undertakes to fuly and efectively indemnify and kep
indemnified on demand each of the Indemnified Parties in acordance with
clause 6.6.
The obligations of the Investor, and the obligations of SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor) in procuring the Investor to do
so, under this clause 2.2 constitute direct, primary and unconditional obligations to pay
on demand to the Company, the Sponsor-OCs or the Joint Sponsors any sum which
such wholy-owned subsidiary of the Investor is liable to pay under this Agrement and
to perform promptly on demand any obligation of such wholy-owned subsidiary of the
Investor under this Agrement without requiring the Company, the Sponsor-OCs or the
Joint Sponsors first to take steps against such wholy-owned subsidiary of the Investor
or any other person. Except where the context otherwise requires, the term Investor
shal be construed in this Agrement to include such wholy-owned subsidiary of the
Investor.
2.3 The Sponsor-OCs may, after consultation with the Company, in their sole discretion
determine that delivery of al or a portion of the Investor Shares shal take place on the
Delayed Delivery Date in acordance with clause 4.3.
2.4 The Company and the Sponsor-OCs (for themselves and on behalf of the underwriters
of the Global Ofering) wil determine, in such maner as they may agre, the Ofer
Price. The exact number of the Investor Shares wil be finaly determined by the
Company, the Sponsor-OCs in acordance with Schedule 1, and such determination
wil be conclusive and binding on the Investor and SDG Aset in its capacity as the
investment manager for and on behalf of the Investor, save for manifest eror.
3. CLOSING CONDITIONS
3.1 The Investor’s obligation under this Agrement to subscribe for, and obligations of the
Company and the Sponsor-OCs to isue, alot, place, alocate and/or deliver (as the case
may be) or cause to isue, alot, place, alocate and/or deliver (as the case may be), the
Investor Shares pursuant to clause 2.1 are conditional only upon each of the folowing
conditions having ben satisfied or waived by the Parties (except that the conditions set
out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d) and 3.1(e) canot be waived and the
conditions under clause 3.1(f) can only be waived by the Company, the Sponsor-OCs
and the Joint Sponsors) at or prior to the Closing:
(a) the underwriting agrements for the Hong Kong Public Ofering and the
International Ofering being entered into and having become efective and
unconditional (in acordance with their respective original terms or as
subsequently waived or varied by agrement of the parties thereto) by no later
than the time and date as specified in these underwriting agrements, and neither
of the aforesaid underwriting agrements having ben terminated;
(b) the Ofer Price having ben agred pursuant to underwriting agrements and
price determination agrement to be signed among the Company and the
Sponsor-OCs (for themselves and on behalf of the underwriters of the Global
Ofering);
(c) the Listing Comite of the Stock Exchange having granted the aproval for
the listing of, and permision to deal in, the H Shares (including the Investor
Shares) as wel as other aplicable waivers and aprovals, including those in
conection with the subscription by the Investor of the Investor Shares and such
aproval, permision or waiver not having ben revoked prior to the
comencement of dealings in the H Shares on the Stock Exchange;
(d) the CSRC having acepted the CSRC Filings and published the filing results in
respect of the CSRC Filings on its website, and such notice of aceptance and/or
filing results published not having otherwise ben rejected, withdrawn, revoked
or invalidated prior to the comencement of dealings in the H Shares on the
Stock Exchange;
(e) no Laws shal have ben enacted or promulgated by any Governmental
Authority which prohibits the consumation of the transactions contemplated
in the Global Ofering or herein and there shal be no orders or injunctions from
a court of competent jurisdiction in efect precluding or prohibiting
consumation of such transactions; and
(f) the respective representations, waranties, undertakings, acknowledgements
and confirmations of SDG Aset and the Investor under this Agrement are (as
of the date of this Agrement) and wil be (as of the Listing Date and the
Delayed Delivery Date, as aplicable) acurate, true and complete in al respects
and not misleading or deceptive and that there is no breach of this Agrement
on the part of SDG Aset or the Investor.
3.2 If any of the conditions contained in clause 3.1 has not ben fulfiled or waived by the
Parties (except that the conditions set out in clauses 3.1(a), 3.1(b), 3.1(c), 3.1(d) and
3.1(e) canot be waived and the conditions under clause 3.1(f) can only be waived by
the Company, the Sponsor-OCs and the Joint Sponsors) on or before the date that is
one hundred and eighty (180) days after the date of this Agrement (or such other date
as may be agred in writing among the Company, SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor), the Sponsor-OCs and the Joint
Sponsors), the obligation of the Investor to purchase, and the obligations of the
Company, the Sponsor-OCs to isue, alot, place, alocate and/or deliver (as the case
may be) or cause to isue, alot, place, alocate and/or deliver (as the case may be), the
Investor Shares shal cease and any amount paid by the Investor under this Agrement
to any other party wil be repaid to the Investor by such other party without interest as
son as comercialy practicable and this Agrement wil terminate and be of no efect
and al obligations and liabilities on the part of the Company, the Sponsor-OCs and/or
the Joint Sponsors shal cease and terminate; provided that termination of this
Agrement pursuant to this clause 3.2 shal be without prejudice to the acrued rights
or liabilities of any Party to the other Parties in respect of the terms herein at or before
such termination. For the avoidance of doubt, nothing in this clause shal be construed
as giving SDG Aset and/or the Investor the right to cure any breaches of the respective
representations, waranties, undertakings, acknowledgements and confirmations given
by SDG Aset and/or the Investor respectively under this Agrement during the period
until the aforementioned date under this clause.
3.3 Each of SDG Aset and the Investor acknowledges that there can be no guarante that
the Global Ofering wil be completed or wil not be delayed or terminated or that the
Ofer Price wil be within the indicative range set forth in the Public Documents, and
no liability of the Company, the Sponsor-OCs or the Joint Sponsors to the Investor or
SDG Aset wil arise if the Global Ofering is delayed or terminated, does not proced
or is not completed for any reason by the dates and times contemplated or at al or if
the Ofer Price is not within the indicative range set forth in the Public Documents.
Each of SDG Aset and the Investor hereby waives any right (if any) to bring any claim
or action against the Company, the Sponsor-OCs and/or the Joint Sponsors or their
respective subsidiaries, afiliates, oficers, directors, supervisors, employes, advisors,
staf, asociates, partners, agents and representatives on the basis that the Global
Ofering is delayed or terminated, does not proced or is not completed for any reason
by the dates and times contemplated or at al or if the Ofer Price is not within the
indicative range set forth in the Public Documents.
4. CLOSING
4.1 Subject to clause 3 and this clause 4, the Investor wil subscribe for, and SDG Aset
shal procure the Investor to subscribe for, the Investor Shares at the Ofer Price
pursuant to, and as part of, the International Ofering and through the Sponsor-OCs
(and/or their afiliates) in their capacities as international representatives of the
international underwriters of the relevant portion of the International Ofering.
Acordingly, the Investor Shares wil be subscribed for contemporaneously with the
closing of the International Ofering, or on the Delayed Delivery Date, at such time and
in such maner as shal be determined by the Company and the Sponsor-OCs.
In the event that, in the opinion of the Company, the Sponsor-OCs and the Joint
Sponsors, (a) the requirement under Rule 8.08(3) of the Listing Rules (stipulating that
no more than 50% of the H Shares in public hands can be beneficialy owned by the
thre largest public shareholders of the Company); (b) the minimum public float
requirement under Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the
Listing Rules or as otherwise waived by the Stock Exchange, canot be complied with
on the Listing Date; (c) the minimum fre float requirement under Rule 8.08A (as
amended and replaced by Rule 19A.13C) of the Listing Rules; and/or (d) paragraph 3.2
of Practice Note 18 to the Listing Rules, the Company, the Sponsor-OCs and the Joint
Sponsors shal have the right to, in their sole and absolute discretion, adjust the
alocation of the number of Investor Shares to be subscribed for by the Investor to
ensure compliance with Rule 8.08 of the Listing Rules (subject to any such waiver
granted by the Stock Exchange).
4.2 The Investor shal, and SDG Aset shal procure the Investor to, make ful payment of
the Agregate Investment Amount, together with the related Brokerage and Levies (to
such Hong Kong dolar bank acount as may be notified to SDG Aset by the Sponsor-
OCs) by same day value credit no later than 5:30 p.m. (Hong Kong time) on the busines
day prior to the Listing Date regardles of the time and maner of the delivery of the
Investor Shares in Hong Kong dolars by wire transfer in imediately available clear
funds without any deduction or set-of to such Hong Kong dolar bank acount as may
be notified to SDG Aset by the Sponsor-OCs in writing no later than one (1) clear
busines day prior to the Listing Date, which notice shal include, among other things,
the payment acount details and the total amount payable by the Investor under this
Agrement.
4.3 If the Sponsor-OCs in their sole discretion determine that delivery of al or any part of
the Investor Shares should be made on a date (the “Delayed Delivery Date”) later than
the Listing Date, the Sponsor-OCs shal notify SDG Aset in writing (i) no later than
two (2) busines days prior to the Listing Date, the number of Investor Shares which
wil be defered in delivery; and (i) no later than two (2) busines days prior to the
actual Delayed Delivery Date, the Delayed Delivery Date, provided that the Delayed
Delivery Date shal be no later than thre (3) busines days folowing the last day on
which the Over-alotment Option may be exercised. Such determination by the
Sponsor-OCs wil be conclusive and binding on the Investor and SDG Aset. If the
Investor Shares are to be delivered to the Investor on the Delayed Delivery Date, the
Investor shal, and SDG Aset in its capacity as the investment manager for and on
behalf of the Investor shal procure the Investor to, nevertheles pay for the Investors
Shares as specified in clause 4.2.
4.4 Subject to due payment(s) for the Investor Shares being made in acordance with clause
4.2, delivery of the Investor Shares to the Investor, as the case may be, shal be made
through CAS by depositing the Investor Shares directly into CAS for credit to
such CAS investor participant acount or CAS stock acount as may be notified
by SDG Aset to the Sponsor-OCs in writing no later than thre (3) busines days prior
to the Listing Date or the Delayed Delivery Date as determined in acordance with
clause 4.3.
4.5 Without prejudice to clause 4.3, delivery of the Investor Shares may also be made in
any other maner which the Company, the Sponsor-OCs, the Joint Sponsors and SDG
Aset (in its capacity as the investment manager for and on behalf of the Investor) may
agre in writing, provided that, delivery of the Investor Shares shal not be later than
thre (3) busines days folowing the last day on which the Over-alotment Option may
be exercised.
4.6 If payment of the Agregate Investment Amount and the related Brokerage and Levies
(whether in whole or in part) is not received or setled in the time and maner stipulated
in this Agrement, the Company, the Sponsor-OCs and the Joint Sponsors reserve the
right, in their respective absolute discretions, to terminate this Agrement and in such
event al obligations and liabilities on the part of the Company, the Sponsor-OCs and
the Joint Sponsors shal cease and terminate (but without prejudice to any claim which
the Company, the Sponsor-OCs and the Joint Sponsors may have against the Investor
or SDG Aset arising out of their respective failure to comply with its obligations under
this Agrement). The Investor shal, and SDG Aset, in its capacity as the investment
manager for and on behalf of the Investor, shal procure the Investor to, in any event
be fuly responsible for and shal indemnify, hold harmles and kep fuly indemnified,
on an after-tax basis, each of the Indemnified Parties against any los and damages that
they may sufer or incur arising out of or in conection with any failure on the part of
the Investor or SDG Aset (as the case may be) to pay for the Agregate Investment
Amount and the Brokerage and Levies in ful in acordance with clause 6.6.
4.7 None of the Company, the Sponsor-OCs, the Joint Sponsors and/or their respective
afiliates shal be liable (whether jointly or severaly) for any failure or delay in the
performance of its obligations under this Agrement and each of the Company, the
Sponsor-OCs and the Joint Sponsors shal be entitled to terminate this Agrement if it
is prevented or delayed from performing its obligations under this Agrement as a result
of circumstances beyond control of the Company, the Sponsor-OCs, the Joint Sponsors
and/or their respective afiliates (as the case may be), including, but not limited to, acts
of God, flod, war (whether declared or undeclared), terorism, fire, riot, rebelion, civil
comotion, epidemic or pandemic (including but not limited to SARS, H5N1, MERS
and COVID-19), outbreaks, escalation, mutation or agravation of diseases, calamity,
crisis, public disorder, earthquake, tsunami, volcanic eruption, other natural disasters,
outbreak or escalation of hostilities (whether or not war is declared), declaration of a
regional, national or international emergency, economic sanctions, political change,
paralysis in government operations, interuption or delay or severe disruption in
transportation, strike, lockout, other industrial action, general failure of electricity or
other suply, aircraft colision, technical failure, acidental or mechanical or electrical
breakdown, computer failure or failure of any money transmision system, embargo,
labour dispute and changes in any existing or future laws, ordinances, regulations, any
existing or future act of governmental activity or the like.
5. RESTRICTIONS ON THE INVESTOR
5.1 Subject to clause 5.2, SDG Aset, in its capacity as the investment manager for and on
behalf of the Investor (for the Investor itself and on behalf of its wholy-owned
subsidiary (where the Investor Shares are to be held by such wholy-owned subsidiary)
agres, covenants with and undertakes to the Company, the Sponsor-OCs and the Joint
Sponsors that without the prior writen consent of each of the Company, the Sponsor-
OCs and the Joint Sponsors, SDG Aset, in its capacity as the investment manager for
and on behalf of the Investor and itself wil not, and the Investor wil not, and wil cause
its afiliates not to, whether directly or indirectly, at any time during the period of six
- “Lock-up Period”),
directly or indirectly, (i) dispose of, in any way, any Relevant Shares or any interest in
any company or entity holding any Relevant Shares, including any securities
convertible into, exchangeable, exercisable for or that represent the right to receive any
of the above securities; (i) agres, enters into an agrement or publicly anounces an
intention to enter into such a transaction with any third party for disposal of the Relevant
Shares; (i) alow itself to undergo a change of control (as defined in The Codes on
Takeovers and Mergers and Share Buy-backs promulgated by the SFC) at the level of
its ultimate beneficial owner; or (iv) enter into any transactions directly or indirectly
with the same economic efect as any aforesaid transaction. After the expiry of the
Lock-up Period specified herein, the Investor and SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor) shal, subject to requirements
under aplicable Laws, be fre to dispose of any Relevant Shares, provided that the
Investor and/or SDG Aset (in its capacity as the investment manager for and on behalf
of the Investor) shal notify the Company, the Sponsor-OCs and the Joint Sponsors in
writing prior to the disposal and wil ensure that any such disposal wil not create a
disorderly or false market in the H Shares and wil comply with al aplicable Laws.
5.2 Nothing contained in clause 5.1 shal prevent the Investor from transfering al or part
of the Relevant Shares to any wholy-owned subsidiary of the Investor, provided that,
in al cases:
(a) no les than ten (10) busines days’ prior writen notice of such transfer is
provided to the Company, the Sponsor-OCs and the Joint Sponsors, which
contains the identity of the relevant subsidiary (including but not limited to the
place of incorporation, company registration number and busines registration
number), its relationship with the Investor and the busines of such subsidiary,
and such evidence, to the satisfaction of the Company, the Joint Sponsors and
the Sponsor-OCs, to prove the prospective transfere is the wholy-owned
subsidiary of the Investor as the Company, the Sponsor-OCs and the Joint
Sponsors may require;
(b) prior to such transfer, such wholy-owned subsidiary gives a writen
undertaking (adresed to and in favour of the Company, the Sponsor-OCs and
the Joint Sponsors in terms satisfactory to them) agreing to, and each of SDG
Aset, in its capacity as the investment manager for and on behalf of the Investor,
and the Investor undertakes to procure that such wholy-owned subsidiary of the
Investor wil, be bound by the Investor’s obligations under this Agrement,
including without limitation undertaken by SDG Aset, in its capacity as the
investment manager for and on behalf of the Investor, and the restrictions in this
clause 5 imposed on the Investor, as if such wholy-owned subsidiary of the
Investor were itself subject to such obligations and restrictions;
(c) such wholy-owned subsidiary of the Investor shal be demed to have given the
same acknowledgements, confirmations, representations, undertakings and
waranties as provided in clause 6;
(d) the Investor and such wholy-owned subsidiary of the Investor shal be treated
as being the Investor in respect of al the Relevant Shares held by them and shal
jointly and severaly bear al liabilities and obligations imposed by this
Agrement;
(e) if at any time prior to expiration of the Lock-up Period, such wholy-owned
subsidiary of the Investor ceases or wil cease to be a wholy-owned subsidiary
of the Investor, it shal (and each of SDG Aset and the Investor shal procure
that such subsidiary shal) imediately, and in any event before ceasing to be a
wholy-owned subsidiary of the Investor, fuly and efectively transfer the
Relevant Shares it holds to the Investor or another wholy-owned subsidiary of
the Investor, which shal give or be procured by the Investor to give a writen
undertaking (adresed to and in favour of the Company, the Sponsor-OCs and
the Joint Sponsors in terms satisfactory to them) agreing to, and each of the
Investor and SDG Aset undertakes to procure that such wholy-owned
subsidiary of the Investor wil, be bound by the Investor’s and/or SDG Aset’s
(in its capacity as the investment manager for and on behalf of the Investor)
obligations under this Agrement, including without limitation, those
undertaken by SDG Aset on the Investor’s behalf and the restrictions in this
clause 5 imposed on the Investor and/or SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor) and gives the same
acknowledgement, confirmations, representations, undertakings and waranties
hereunder, as if such wholy-owned subsidiary of the Investor were itself subject
to such obligations and restrictions and shal jointly and severaly bear al
liabilities and obligations imposed by this Agrement; and
(f) such wholy-owned subsidiary of the Investor (i) is not and wil not be a U.S.
Person, and is not acquiring the Relevant Shares for the acount or benefit of a
U.S. Person; (i) is and wil be located outside the United States and (i) wil be
acquiring the Relevant Shares in an ofshore transaction in reliance on
Regulation S.
5.3 The Investor and SDG Aset agre and undertake that, except with the prior writen
consent of the Company, the Sponsor-OCs and the Joint Sponsors, the agregate
holding (direct and indirect) of the Investor and its close asociates in the total isued
share capital of the Company shal be les than 10% (or such other percentage as
provided in the Listing Rules from time to time for the definition of “substantial
shareholder”) of the Company’s entire isued share capital at al times and it would not
become a core conected person of the Company within the meaning of the Listing
Rules and, further, that the agregate holding (direct and indirect) of the Investor and
its close asociates (as defined under the Listing Rules) in the total isued share capital
of the Company shal not be such as to cause the total securities of the Company held
by the public (as contemplated in the Listing Rules and (if aplicable) waived by the
Stock Exchange, including but not limited to Rule 8.08 (as amended and replaced by
Rule 19A.13A) of the Listing Rules) to fal below the required percentage set out in
Rule 8.08 (as amended and replaced by Rule 19A.13A) of the Listing Rules or such
other percentage as may be aproved by the Stock Exchange and aplicable to the
Company from time to time. The Investor and SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor) agre to notify the Company, the
Joint Sponsors, the Sponsor-OCs in writing if it comes to its atention of any of the
abovementioned situations.
5.4 Each of the Investor and SDG Aset (in its capacity as the investment manager for and
on behalf of the Investor) agres that the Investor’s holding of the Company’s share
capital is on a proprietary investment basis, and to, upon reasonable request by the
Company, the Sponsor-OCs and/or the Joint Sponsors, provide reasonable evidence to
the Company, the Sponsor-OCs and the Joint Sponsors showing that the Investor’s
holding of the Company’s share capital is on a proprietary investment basis. Each of
SDG Aset and the Investor shal not, and shal procure that none of their respective
controling shareholder(s), asociates and their respective beneficial owners shal, aply
for or place an order through the bok building proces for H Shares in the Global
Ofering (other than the Investor Shares) or make an aplication for H Shares in the
Hong Kong Public Ofering.
5.5 The Investor, SDG Aset and their respective afiliates, directors, supervisors, oficers,
employes, asociates or agents shal not directly or indirectly enter into any
arangement or agrement, including but not limited to, any side leter, which is
inconsistent with, or in contravention of, the Listing Rules (including but not limited to
Chapter 4.15 of the Listing Guide or writen guidance published by the Hong Kong
regulators) with the Company, the controling shareholders of the Company, any other
member of the Group or their respective afiliates, directors, supervisors, oficers,
employes or agents. Each of the Investor and SDG Aset further confirms and
undertakes that neither themselves nor their respective afiliates, directors, supervisors
(if aplicable), oficers, employes, asociates or agents have entered into or wil enter
into such arangements or agrements.
6. ACKNOWLEDGEMENTS, REPRESENTATIONS, UNDERTAKINGS AND
WARANTIES
6.1 Each of the Investor and SDG Aset (as the case may be) acknowledges, agres and
confirms to each of the Company, the Sponsor-OCs and the Joint Sponsors that:
(a) each of the Company, the Sponsor-OCs, the Joint Sponsors, the other overal
cordinators and their respective afiliates, directors, supervisors, oficers,
employes, agents, advisors, asociates, partners and representatives makes no
representation and gives no waranty or undertaking or guarante that the Global
Ofering wil proced or be completed (within any particular time period or at
al) or that the Ofer Price wil be within the indicative range set forth in the
Public Documents, and wil be under no liability whatsoever to the Investor or
SDG Aset in the event that the Global Ofering is delayed, does not proced or
is not completed for any reason, or if the Ofer Price is not within the indicative
range set forth in the Public Documents. The Investor and SDG Aset (in its
capacity as the investment manager for and on behalf of the Investor) hereby
waives any right (if any) to bring any claim or action against any of the
Company, the Sponsor-OCs and the Joint Sponsors and their respective
afiliates on the basis that the Global Ofering is delayed or is not completed for
any reason by the dates and times contemplated or at al or if the Ofer Price is
not within the indicative range set forth in the Public Documents;
(b) this Agrement, the background information of the Investor and SDG Aset and
the relationship and arangements betwen the Parties contemplated by this
Agrement wil be required to be disclosed in the Public Documents and other
marketing and roadshow materials for the Global Ofering and that the Investor
and SDG Aset wil be refered to in the Public Documents and such other
marketing and roadshow materials and anouncements and, specificaly, this
Agrement wil be a material contract required to be filed with regulatory
authorities in Hong Kong and displayed on the websites of the Company and
the Stock Exchange in conection with the Global Ofering or otherwise
pursuant to the Companies (Winding Up and Miscelaneous Provisions)
Ordinance and the Listing Rules;
(c) the information in relation to the Investor and SDG Aset as required to be
submited to the Stock Exchange under the Listing Rules or on FINI wil be
shared with the Company, the Stock Exchange, SFC and such other Regulators
as necesary and wil be included in a consolidated place list which wil be
disclosed on FINI to the Sponsor-OCs;
(d) the Ofer Price is to be determined solely and exclusively in acordance with
the terms and conditions of the Global Ofering pursuant to the relevant
underwriting agrements and price determination agrement and neither SDG
Aset nor the Investor shal have any right to raise any objection thereto;
(e) the Investor Shares wil be subscribed for by the Investor through the Sponsor-
OCs and/or their afiliates in their capacities as international representatives of
the international underwriters of the International Ofering;
(f) the Investor wil acept the Investor Shares on and subject to the terms and
conditions of the articles of asociation or other constituent or constitutional
documents of the Company, this Agrement and any aplicable Laws;
(g) Neither SDG Aset nor the Investor or their respective afiliates is an existing
shareholder, conected person or afiliate of the Company and does not act on
behalf of any of the aforementioned persons;
(h) the number of Investor Shares may be afected by re-alocation of H Shares
betwen the International Ofering and the Hong Kong Public Ofering pursuant
to Practice Note 18 of the Listing Rules, Chapter 4.14 of the Listing Guide, the
placing guidelines set out in Apendix F1 to the Listing Rules or such other
percentage as may be aproved by the Stock Exchange and aplicable to the
Company from time to time;
(i) at or around the time of entering into this Agrement or at any time hereafter
but before the closing of the International Ofering, the Company, the Sponsor-
OCs, the Joint Sponsors and/or the other overal cordinators have entered into,
or may and/or propose to enter into, agrements for similar investments with
one or more other investors as part of the International Ofering;
(j) neither the Company, the Sponsor-OCs, the Joint Sponsors, the other overal
cordinators nor any of their respective subsidiaries, agents, directors,
supervisors, employes or afiliates nor any other party involved in the Global
Ofering takes any responsibility to any tax, legal, curency or other economic
or other consequences of the subscription for and/or acquisition of, or in relation
to any dealings in, the Investor Shares;
(k) the Investor Shares have not ben and wil not be registered under the Securities
Act or the securities law of any state or other jurisdiction of the United States
and may not be ofered, resold, pledged or otherwise transfered directly or
indirectly in the United States or to or for the acount or benefit of any U.S.
Person except pursuant to an efective registration statement or an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, or in any other jurisdiction or for the acount or benefit of any
persons in any other jurisdiction except as alowed by aplicable Laws of such
jurisdiction;
(l) it understands and agres that transfer of the Investor Shares may only be made
outside the United States in an “ofshore transaction” (as defined in Regulation
S) in acordance with Regulation S and in acordance with any aplicable
securities laws of any state of the United States and any other jurisdictions, and
any share certificate(s) representing the Investor Shares shal bear a legend
substantialy to such efect;
(m) it understands that none of the Company, the Sponsor-OCs, the Joint Sponsors
or any of the international underwriters of the International Ofering, or their
respective subsidiaries, afiliates, directors, supervisors, oficers, employes,
agents, advisors, asociates, partners and representatives has made any
representation as to any available exemption under the Securities Act for the
subsequent reofer, resale, pledge or transfer of the Investor Shares;
(n) except as provided for under clause 5.2, to the extent any of the Investor Shares
are held by a subsidiary of the Investor, the Investor shal, and SDG Aset (in
its capacity as the investment manager for and on behalf of the Investor) shal
procure that this subsidiary of the Investor remains a wholy-owned subsidiary
of the Investor and continues to adhere to and abide by the terms and conditions
hereunder for so long as such subsidiary of the Investor continues to hold any
of the Investor Shares before the expiration of the Lock-up Period;
(o) it has received (and may in the future receive) information that may constitute
material, non-public information and/or inside information as defined in the
SFO in conection with the Investor’s investment in (and holding of) the
Investor Shares, and it shal: (i) not disclose such information to any person
other than to its afiliates, subsidiaries, directors, supervisors, oficers,
employes, advisers and representatives (the “Authorised Recipients”) on a
strictly ned-to-know basis for the sole purpose of evaluating its investment in
the Investor Shares or otherwise required by Laws, until such information
becomes public information through no fault on the part of the Investor or any
of its Authorised Recipients; (i) use its best eforts to ensure that its Authorised
Recipients (to whom such information has ben disclosed in acordance with
this clause 6.1(o) do not disclose such information to any person other than to
other Authorised Recipients on a strictly ned-to-know basis; and (i) SDG
Aset and the Investor wil not and wil ensure that its Authorised Recipients (to
whom such information has ben disclosed in acordance with this clause 6.1(o)
do not purchase, sel or trade or alternatively, deal, directly or indirectly, in the
H Shares or other securities or derivatives of the Company or its afiliates or
asociates in a maner that could result in any violation of the securities laws
(including any insider trading provisions) of the United States, the PRC, Hong
Kong or any other aplicable jurisdiction relevant to such dealing;
(p) the information contained in this Agrement, the draft Prospectus and the draft
Preliminary Ofering Circular provided to SDG Aset and the Investor and/or
their respective representatives on a confidential basis and any other material
which may have ben provided (whether in writing or verbaly) to SDG Aset,
the Investor and/or their respective representatives on a confidential basis may
not be reproduced, disclosed, circulated or diseminated to any other person and
such information and materials so provided are subject to change, updating,
amendment and completion, and should not be relied upon by SDG Aset and
the Investor in determining whether to invest in the Investor Shares. For the
avoidance of doubt:
(i) neither the draft Prospectus nor the draft Preliminary Ofering Circular
nor any other materials which may have ben provided to SDG Aset
and the Investor and/or its representatives constitutes an invitation or
ofer or the solicitation to acquire, purchase or subscribe for any
securities in any jurisdiction where such ofer, solicitation or sale is not
permited and nothing contained in either the draft Prospectus or the
draft Preliminary Ofering Circular or any other materials which may
have ben provided (whether in writing or verbaly) to SDG Aset and
the Investor and/or their respective representatives shal form the basis
of any contract or comitment whatsoever;
(i) no ofers of, or invitations to subscribe for, acquire or purchase, any H
Shares or other securities shal be made or received on the basis of the
draft Preliminary Ofering Circular or the draft Prospectus or any other
materials which may have ben provided (whether in writing or verbaly)
to SDG Aset (in its capacity as the investment manager for and on
behalf of the Investor), the Investor and/or their representatives; and
(i) the draft Preliminary Ofering Circular or the draft Prospectus or any
other materials which may have ben provided (whether in writing or
verbaly) or furnished to SDG Aset and the Investor may be subject to
further amendments subsequent to the entering into this Agrement and
should not be relied upon by SDG Aset and the Investor in determining
whether to invest in the Investor Shares and the Investor hereby consents
to such amendments (if any) and waives its rights in conection with
such amendments (if any);
(q) this Agrement does not, colectively or separately, constitute an ofer of
securities for sale in the United States or any other jurisdictions in which such
an ofer would be unlawful;
(r) it has ben furnished with al information it dems necesary or desirable to
evaluate the merits and risks of the subscription of the Investor Shares and has
ben given the oportunity to ask questions and receive answers from the
Company, the Sponsor-OCs or the Joint Sponsors concerning the Company, the
Investor Shares or other related maters it dems necesary or desirable to
evaluate the merits and risks of the subscription of the Investor Shares, and that
the Company has made available to the Investor, SDG Aset (in its capacity as
the investment manager for and on behalf of the Investor) or their agents al
documents and information in relation to an investment in the Investor Shares
required by or on behalf of the Investor or SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor);
(s) in making its investment decision, each of SDG Aset and the Investor has relied
and wil rely only on information provided in the International Ofering Circular
isued by the Company and not on any other information which may have ben
furnished to SDG Aset and the Investor by or on behalf of the Company, the
Sponsor-OCs and/or the Joint Sponsors (including their respective directors,
supervisors, oficers, employes, advisors, agents, representatives, asociates,
partners and afiliates) on or before the date hereof, and none of the Company,
the Sponsor-OCs, the Joint Sponsors, the other overal cordinators and their
respective directors, supervisors, oficers, employes, advisors, agents,
representatives, asociates, partners and afiliates makes any representation and
gives any waranty or undertaking as to the acuracy or completenes of any
such information or materials not contained in the International Ofering
Circular and none of the Company, the Sponsor-OCs, the Joint Sponsors, the
other overal cordinators and their respective directors, supervisors, oficers,
employes, advisors, agents, representatives, asociates, partners and their
afiliates has or wil have any liability to SDG Aset or the Investor or their
respective directors, oficers, employes, advisors, agents, representatives,
asociates, partners and afiliates resulting from their use of or reliance on such
information or materials, or otherwise for any information not contained in the
International Ofering Circular;
(t) none of the Sponsor-OCs, the Joint Sponsors, the CMIs, the other underwriters
and their respective directors, supervisors, oficers, employes, subsidiaries,
agents, asociates, afiliates, representatives, partners and advisors has made
any waranty, representation or recomendation to it as to the merits of the
Investor Shares, the subscription, purchase or ofer thereof, or as to the busines,
operations, prospects or condition, financial or otherwise, of the Company or its
subsidiaries or as to any other mater relating thereto or in conection therewith;
and except as provided in the final International Ofering Circular, none of the
Company and its directors, supervisors, oficers, employes, subsidiaries,
agents, asociates, afiliates, representatives and advisors has made any
waranty, representation or recomendation to the Investor as to the merits of
the Investor Shares, the subscription, purchase or ofer thereof, or as to the
busines, operations, prospects or condition, financial or otherwise, of the
Company or its subsidiaries or as to any other mater relating thereto or in
conection therewith;
(u) each of the Investor and SDG Aset wil comply with al restrictions (if any)
aplicable to it from time to time under this Agrement, the Listing Rules and
any aplicable Laws on the disposal by it (directly or indirectly), of any of the
Relevant Shares in respect of which it is or wil be (directly or indirectly) or is
shown by the Prospectus to be the beneficial owner;
(v) it has conducted its own investigation with respect to the Company and the
Investor Shares and the terms of the subscription of the Investor Shares provided
in this Agrement, and has obtained its own independent advice (including tax,
regulatory, financial, acounting, legal, curency and otherwise) to the extent it
considers necesary or apropriate or otherwise has satisfied itself concerning,
including the tax, regulatory, financial, acounting, legal, curency and
otherwise related to the investment in the Investor Shares and as to the
suitability thereof for the Investor, and has not relied, and wil not be entitled to
rely, on any advice (including tax, regulatory, financial, acounting, legal,
curency and otherwise), due diligence review or investigation or other advice
or comfort obtained or conducted (as the case may be) by or on behalf of the
Company or any of the Sponsor-OCs, the Joint Sponsors or the CMIs or the
underwriters in conection with the Global Ofering and none of the Company,
the Sponsor-OCs, the Joint Sponsors, the other overal cordinators or their
respective asociates, afiliates, directors, supervisors, oficers, employes,
advisors or representatives, or any other party involved in the Global Ofering
takes any responsibility as to any tax, regulatory, financial, acounting, legal,
curency or other economic or other consequences of the subscription of or in
relation to any dealings in the Investor Shares;
(w) it understands that no public market now exists for the Investor Shares, and that
none of the Company, the Sponsor-OCs, the Joint Sponsors, the other overal
cordinators, their respective subsidiaries, afiliates, directors, supervisors,
oficers, employes, agents, advisors, asociates, partners and representatives,
or any other party involved in the Global Ofering has made asurances that a
public or active market wil ever exist for the Investor Shares;
(x) in the event that the Global Ofering is delayed or terminated or is not completed
for any reason, no liabilities of the Company, the Sponsor-OCs, the Joint
Sponsors or, the other overal cordinators any of their respective asociates,
afiliates, directors, supervisors, oficers, employes, advisors, agents or
representatives to the Investor or SDG Aset or their respective subsidiaries wil
arise;
(y) the Company, the Sponsor-OCs wil have absolute discretion to change or adjust
(i) the number of H Shares to be isued under the Global Ofering; and (i) the
number of H Shares to be isued under the Hong Kong Public Ofering and the
International Ofering, respectively;
(z) each of the Investor and SDG Aset has agred that the payment for the
Agregate Investment Amount and the related Brokerage and Levies shal be
made by 8:00 a.m. (Hong Kong time) on the Listing Date;
(a) the Company and the Sponsor-OCs may adjust the alocation of the number of
Investor Shares in their sole and absolute discretion for the purpose of the
Listing Rules, including (1) satisfying Rule 8.08(3) of the Listing Rules, which
provides that no more than 50% of the H Shares in public hands on the Listing
Date can be beneficialy owned by the thre largest public Shareholders, (2) the
minimum public float requirement under Rule 8.08(1) of the Listing Rules (as
amended and replaced by Rule 19A.13A) or as otherwise waived by the Stock
Exchange, (3) the minimum fre float requirement under Rule 8.08A (as
amended and replaced by Rule 19A.13C) of the Listing Rules, and (4) the
minimum alocation to investors in the placing tranche (other than cornerstone
investors) under paragraph 3.2 of Practice Note 18 to the Listing Rules;
(b) the Investor has not acquired the Investor Shares as a result of, and neither SDG
Aset, the Investor nor any of their respective afiliates nor any person acting
on its or their behalf has engaged or wil engage in (i) any directed seling eforts
(within the meaning of Regulation S), or (i) any general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D under the
Securities Act) with respect to the Investor Shares;
(c) any trading in the H Shares is subject to compliance with aplicable Laws,
including the restrictions on dealing in shares under the SFO, the Listing Rules,
the Securities Act and any other aplicable Laws of any competent securities
exchange;
(d) any ofer, sale, pledge or other transfer made other than in compliance with the
restrictions in this Agrement wil not be recognised by the Company in respect
of the Relevant Shares; and
(e) there are no other agrements in place betwen SDG Aset and the Investor on
one hand, and the Company, any of the Company’s shareholders, the Sponsor-
OCs, the Joint Sponsors and/or the other overal cordinators on the other hand
in relation to the Global Ofering;
6.2 Each of the Investor and SDG Aset further represents, warants and undertakes to each
of the Company, the Sponsor-OCs and the Joint Sponsors that:
(a) it has ben duly incorporated and is validly existing and in god standing under
the Laws of its place of incorporation and that there has ben no petition filed,
order made or efective resolution pased for its liquidation or winding up;
(b) it is qualified to receive and use the information under this Agrement
(including, among others, this Agrement, the draft Prospectus and the draft
Preliminary Ofering Circular), which would not be contrary to al Laws
aplicable to the Investor or would require any registration or licensing within
the jurisdiction that the Investor is in;
(c) it has the legal right and authority to own, use, lease and operate its asets and
to conduct its busines in the maner presently conducted;
(d) it has ful power, authority and capacity, and has taken al actions (including
obtaining al necesary consents, aprovals and authorisations from any
governmental and regulatory bodies or third parties) required to execute and
deliver this Agrement, enter into and cary out the transactions as contemplated
in this Agrement and perform its obligations under this Agrement and thus its
performance of its obligations under this Agrement is not subject to any
consents, aprovals and authorizations from any governmental and regulatory
bodies or third parties except for the conditions set out under clause 3.1;
(e) this Agrement has ben duly authorised, executed and delivered by SDG Aset
(which has the decision-making authority for making investments under this
Agrement for and on behalf of such Investor in its capacity as the investment
manager for and on behalf of such Investor) and constitutes a legal, valid and
binding obligation of each of the Investor and SDG Aset enforceable against it
in acordance with the terms of this Agrement;
(f) it has taken, and wil during the term of this Agrement, take al necesary steps
to perform its obligations under this Agrement and to give efect to this
Agrement and the transactions contemplated in this Agrement and to comply
with al relevant Laws;
(g) al consents, aprovals, authorisations, permisions and registrations (the
“Aprovals”) under any relevant Laws aplicable to the Investor and SDG
Aset and required to be obtained by the Investor and SDG Aset in conection
with the subscription for the Investor Shares under this Agrement have ben
obtained and are in ful force and efect and none of the Aprovals is subject to
any condition precedent which has not ben fulfiled or performed. Al
Aprovals are not invalidated, revoked, withdrawn or set aside and have not
ben invalidated, revoked, withdrawn or set aside as at the date of this
Agrement, nor is the Investor or SDG Aset aware of any facts or
circumstances which may render the Aprovals to be invalidated, revoked,
withdrawn or set aside. Each of the Investor and SDG Aset further agres and
undertakes to notify the Company, the Sponsor-OCs and the Joint Sponsors
forthwith if any such Aprovals cease to be in ful force and efect or is
invalidated, revoked, withdrawn or set aside for any reason;
(h) the execution and delivery of this Agrement by SDG Aset in its capacity as
the investment manager for and on behalf of the Investor, the performance by
SDG Aset and the Investor of this Agrement, the subscription for the Investor
Shares and the aceptance of the delivery of the Investor Shares wil not
contravene or result in a contravention by the Investor and/or SDG Aset of (i)
the memorandum and articles of asociation or other constituent or
constitutional documents of the Investor or SDG Aset respectively or (i) the
Laws of any jurisdiction to which the Investor or SDG Aset is respectively
subject in respect of the transactions contemplated under this Agrement or
which may otherwise be aplicable to the Investor or SDG Aset respectively
in conection with the Investor’s subscription for the Investor Shares or (i) any
agrement or other instrument binding upon the Investor or SDG Aset
respectively or (iv) any judgment, order or decre of any Governmental
Authority having jurisdiction over the Investor or SDG Aset respectively;
(i) it has complied and wil comply with al aplicable Laws in al jurisdictions
relevant to the subscription for the Investor Shares, including to provide, or
cause to or procure to be provided, either directly or indirectly via the Company,
the Sponsor-OCs and/or the Joint Sponsors, to the Stock Exchange, the
Shanghai Stock Exchange the SFC, the CSRC and/or any other governmental,
public, monetary or regulatory authorities or bodies or securities exchange
(colectively, the “Regulators”), and agres and consents to the disclosure of,
such information, in each case, as may be required by aplicable Laws or
requested by any of the Regulators from time to time (including, without
limitation, (i) identity information of the Investor, SDG Aset and their
respective ultimate beneficial owner(s) and/or the person(s) ultimately
responsible for the giving of the instruction relating to the subscription for the
Investor Shares (including, without limitation, their respective names and places
of incorporation); (i) the transactions contemplated hereunder (including,
without limitation, the details of subscription for the Investor Shares, the
number of the Investor Shares, the Agregate Investment Amount, and the lock-
up restrictions under this Agrement); (i) any swap arangement or other
financial or investment product involving the Investor Shares and the details
thereof (including, without limitation, the identity information of the subscriber
and its ultimate beneficial owner and the provider of such swap arangement or
other financial or investment product); and/or (iv) any conected relationship
betwen the Investor, SDG Aset or their respective beneficial owner(s) and
asociates on one hand and the Company and any of its shareholders on the
other hand) (colectively, the “Investor-related Information”) within the time
as requested by any of the Regulators. Each of SDG Aset and the Investor
further authorises each of the Company, the Sponsor-OCs, the Joint Sponsors
or their respective afiliates, directors, oficers, employes, advisors and
representatives to disclose any Investor-related Information to such Regulators
and/or in any Public Document or other anouncement or document as required
under the Listing Rules or aplicable Laws or as requested by any relevant
Regulators;
(j) the Investor has such knowledge and experience in financial and busines
maters that: (i) it is capable of evaluating the merits and risks of the prospective
investment in the Investor Shares; (i) it is capable of bearing the economic risks
of such investment, including a complete los of the investment in the Investor
Shares; (i) it has received al the information it considers necesary or
apropriate for deciding whether to invest in the Investor Shares; and (iv) it is
experienced in transactions of investing in securities of companies in a similar
stage of development;
(k) its ordinary busines is to buy or sel shares or debentures or it is a Profesional
Investor and by entering into this Agrement through SDG Aset (in its capacity
as the investment manager for and on behalf of the Investor), neither SDG Aset
nor the Investor is a client of any of the Sponsor-OCs, the CMIs or the Joint
Sponsors in conection with the transactions contemplated thereunder;
(l) it is subscribing for the Investor Shares as principal for its own acount and for
investment purposes and on a proprietary investment basis without a view to
making distribution of any of the Investor Shares subscribed by it hereunder,
and the Investor is not entitled to nominate any person to be a director or oficer
of the Company;
(m) it is subscribing for the Investor Shares outside the United States in an “ofshore
transaction” (within the meaning of Regulation S) in reliance on Regulation S
and it is not a U.S. Person;
(n) the Investor is subscribing for the Investor Shares in a transaction exempt from,
or not subject to, registration requirements under the Securities Act;
(o) each of the Investor and SDG Aset has the financial capacity to met al
obligations arising under this Agrement, and is not, directly or indirectly,
financed, funded or backed by (a) any core conected persons (as defined in the
Listing Rules) of the Company or (b) the Company, any of the directors, chief
executives, controling shareholder(s), substantial shareholder(s) or existing
shareholders of the Company or any of its subsidiaries, or a close asociate (as
defined in the Listing Rules) of any of the them, and are not acustomed to take
and have not taken any instructions from the Company, any such persons in
relation to the acquisition, disposal, voting or other disposition of securities of
the Company; the Investor, SDG Aset and their respective beneficial owners
and/or asociates, and the person (if any) for whose acount the Investor is
purchasing the Investor Shares and/or its asociates: (i) are third parties
independent of the Company; (i) are not conected persons (as defined in the
Listing Rules) or asociates thereof of the Company and the Investor’s
subscription for the Investor Shares shal not constitute a “conected transaction”
(as defined in the Listing Rules) and wil not result in the Investor and/or its
beneficial owner(s) becoming conected persons (as defined in the Listing
Rules) of the Company notwithstanding any relationship betwen the Investor
and any other party or parties which may be entering into (or have entered into)
any other agrement or agrements refered to in this Agrement and wil,
imediately after the Closing, be independent of and not be acting in concert
with (as defined in The Codes on Takeovers and Mergers and Share Buy-backs
promulgated by the SFC), any conected persons in relation to the control of
the Company; (i) have no conected relationship with the Company or any of
its shareholders, unles otherwise disclosed to the Company, the Joint Sponsors
and the Sponsor-OCs in writing;
(p) the Investor wil subscribe for the Investor Shares using its own fund and it has
not obtained and does not intend to obtain a loan or other form of financing to
met its payment obligations under this Agrement;
(q) each of SDG Aset and the Investor, their respective beneficial owner(s) and/or
asociates, and the person (if any) for whose acount the Investor is purchasing
the Investor Shares and/or its asociates, is not a “conected client” of any of
the Sponsor-OCs, the Joint Sponsors, the other overal cordinators, the
bokruner(s), the lead manager(s), the CMIs, the underwriters of the Global
Ofering, the lead broker or any distributors and does not fal under any category
of the persons described under Apendix F1 (Placing Guidelines for Equity
Securities) to the Listing Rules. The terms “conected client”, “lead broker” and
“distributor” shal have the meanings ascribed to them in Apendix F1 (Placing
Guidelines for Equity Securities) to the Listing Rules;
(r) the Investor’s acount is not managed by the relevant exchange participant (as
defined in the Listing Rules) in pursuance of a discretionary managed portfolio
agrement. The term “discretionary managed portfolio” shal have the
meaning ascribed to it in Apendix F1 (Placing Guidelines for Equity Securities)
to the Listing Rules;
(s) neither the Investor, SDG Aset, their beneficial owners nor their respective
asociates is a director (including as a director within the preceding 12 months),
supervisor or existing shareholder of the Company or its asociates or a nomine
of any of the foregoing;
(t) save as previously notified to the Joint Sponsors, the Sponsor-OCs in writing,
neither the Investor, SDG Aset nor their respective beneficial owner(s) fal
within (a) any of the place categories (other than “cornerstone investor”) as set
out in the Stock Exchange’s FINI place list template or required to be disclosed
by the FINI interface or the Listing Rules in relation to places; or (b) any of
the groups of places that would be required under the Listing Rules (including
Rule 12.08A of the Listing Rules) to be identified in the Company’s alotment
results anouncement;
(u) neither SDG Aset nor the Investor or their respective afiliates has entered or
wil enter into any contractual arangement with any “distributor” (as defined in
Regulation S) with respect to the distribution of the H Shares, except with its
afiliates or with the prior writen consent of the Company;
(v) the subscription for the Investor Shares wil comply with the provisions of
Apendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules and
Chapter 4.15 of the Listing Guide and the guidelines isued by the SFC and wil
refrain from acting in any maner that would cause the Company, the Joint
Sponsors, the Sponsor-OCs and/or the other overal cordinators to be in breach
of such provisions;
(w) neither the Investor nor any of its afiliates, directors, supervisors, oficers,
employes, agents or representatives, has acepted or entered into any
agrement or arangement to acept any direct or indirect benefits by side leter
or otherwise, from the Company, any member of the Group, or any of their
respective afiliates, directors, supervisors, oficers, employes, agents or
representatives in the Global Ofering or otherwise has engaged in any conduct
or activity inconsistent with, or in contravention of, Chapter 4.15 of the Listing
Guide;
(x) none of the Investor, its respective beneficial owner(s) and/or asociates is
subscribing for the Investor Shares under this Agrement with any financing
(direct or indirect) by any conected person of the Company, by any one of the
Sponsor-OCs, the Joint Sponsors, or by any one of the underwriters or the CMIs
of the Global Ofering; the Investor and each of its asociates, if any, is
independent of, and not conected with, the other investors who have
participated or wil participate in the Global Ofering and any of their asociates;
(y) no agrement or arangement, including any side leter which is inconsistent
with the Listing Rules (including Chapter 4.15 of the Listing Guide) has ben
or shal be entered into or made betwen the Investor, SDG Aset or its/their
afiliates, directors, supervisors, oficers, employes or agents on the one hand
and the Company, the controling shareholders of the Company, or any member
of the Group and their respective afiliates, directors, supervisors, oficers,
employes and agents on the other hand;
(z) except as provided for in this Agrement, neither the Investor nor SDG Aset
(in its capacity as the investment manager for and on behalf of the Investor) has
not entered into any arangement, agrement or undertaking with any
Governmental Authority or any third party with respect to any of the Investor
Shares;
(a) save as previously disclosed to the Company, the Joint Sponsors and the
Sponsor-OCs in writing, neither the Investor nor SDG Aset (in its capacity as
the investment manager for and on behalf of the Investor), its/their beneficial
owner(s) and/or asociates have not entered and wil not enter into any swap
arangement or other financial or investment product involving the Investor
Shares;
(b) none of the Investor or any of its controling shareholder(s), asociates and their
respective beneficial owners has aplied for or placed an order through the
bok-building proces for any H Shares under the Global Ofering other than
pursuant to this Agrement; and
(c) the agregate holding (direct or indirect) of the Investor and its close asociates
(having the meaning under the Listing Rules) in the total isued share capital of
the Company shal not be such as to cause the total securities of the Company
held by the public (having the meaning under the Listing Rules) to fal below
the percentage required by the Listing Rules or as otherwise aproved by the
Stock Exchange.
6.3 SDG Aset (in its capacity as the investment manager for and on behalf of the Investor)
represents and warants to the Company, the Sponsor-OCs and the Joint Sponsors that
the description set out in Schedule 2 in relation to it and the group of companies of
which it is a member and al Investor-related Information provided to and/or as
requested by the Regulators and/or any of the Company, the Joint Sponsors, the
Sponsor-OCs and their respective afiliates is true, complete and acurate in al respects
and is not misleading. Without prejudice to the provisions of clause 6.1(b), SDG Aset
(in its capacity as the investment manager for and on behalf of the Investor) irevocably
consents to the reference to and inclusion of its and the Investor’s names and al or part
of the description of this Agrement (including the description set out in Schedule 2) in
the Public Documents, marketing and roadshow materials and such other
anouncements or displayed documents which may be isued by or on behalf of the
Company, the Sponsor-OCs, the Joint Sponsors and/or the other overal cordinators in
conection with the Global Ofering, insofar as necesary in the sole opinion of the
Company, the Sponsor-OCs, the Joint Sponsors and the other overal cordinators.
SDG Aset (in its capacity as the investment manager for and on behalf of the Investor)
undertakes to provide as son as posible such further information and/or suporting
documentation relating to it and the Investor, its and the Investor’s ownership (including
ultimate beneficial ownership) and/or otherwise relating to the maters which may
reasonably be requested by the Company, the Sponsor-OCs and/or the Joint Sponsors
to ensure its/their compliance with aplicable Laws and/or companies or securities
registration and/or the requests of competent Regulators including without limitation
the Stock Exchange, the SFC and the CSRC.
6.4 SDG Aset (in its capacity as the investment manager for and on behalf of the Investor)
hereby agres that after reviewing the description in relation to it and the Investor and
the group of companies of which it and the Investor is a member to be included in such
drafts of the Public Documents and other marketing materials relating to the Global
Ofering from time to time provided to SDG Aset and making such amendments as
may be reasonably required by SDG Aset (if any), SDG Aset shal be demed to
warant that such description in relation to it and the Investor and the group of
companies of which it and the Investor is a member is true, acurate and complete in
al respects and is not misleading, and it agres to notify the Company, the Sponsor-
OCs and the Joint Sponsors promptly in writing if any of the waranties, undertakings,
representations or acknowledgements therein ceases to be acurate and complete or
becomes misleading in any respect.
6.5 Each of the Investor and SDG Aset understands that the waranties, undertakings,
representations, agrements, confirmations and acknowledgements in clauses 6.1 and
6.2 are required in conection with Hong Kong Laws and the securities laws of the
United States, amongst others. Each of the Investor and SDG Aset acknowledges that
the Company, the Sponsor-OCs, the Joint Sponsors, the other overal cordinators, the
CMIs, the underwriters, and their respective subsidiaries, agents, afiliates and advisers,
and others wil rely upon the truth, completenes and acuracy of the Investor’s or SDG
Aset’s waranties, undertakings, representations, agrements, confirmations and
acknowledgements set forth therein, and it agres to notify the Company, the Sponsor-
OCs and the Joint Sponsors promptly in writing if any of the waranties, undertakings,
representations, agrements, confirmations and acknowledgements therein ceases to be
acurate and complete or becomes misleading in any respect.
6.6 Each of the Investor and SDG Aset (in its capacity as the investment manager for and
on behalf of the Investor) agres and undertakes that the Investor wil, and SDG Aset
(in its capacity as the investment manager for and on behalf of the Investor) wil procure
the Investor to, on demand fuly and efectively indemnify and hold harmles, on an
after tax basis, each of the Company, the Sponsor-OCs, the Joint Sponsors, the other
overal cordinators, the CMIs and the underwriters of the Global Ofering, each on its
own behalf and on trust for its respective afiliates, any person who controls it within
the meaning of the Securities Act as wel as its respective oficers, directors, supervisors,
employes, staf, asociates, partners, agents and representatives (colectively, the
“Indemnified Parties”), against any and al loses, costs, expenses, claims, actions,
liabilities, procedings or damages which may be made or established against such
Indemnified Party in conection with the subscription of the Investor Shares and
transactions contemplated hereunder, the Investor Shares or this Agrement in any
maner whatsoever, including a breach or an aleged breach of this Agrement or any
act or omision or aleged act or omision hereunder, by or caused by the Investor or
SDG Aset or their respective oficers, directors, supervisors, employes, staf,
afiliates, agents, representatives, asociates or partners, and against any and al costs,
charges, loses or expenses which any Indemnified Party may sufer or incur in
conection with or disputing or defending any such claim, action or procedings on the
grounds of or otherwise arising out of or in conection therewith. The provisions of this
clause 6.6 shal survive the termination of this Agrement in al circumstances.
6.7 Each of the acknowledgements, confirmations, representations, waranties and
undertakings given by the Investor or SDG Aset under clauses 6.1, 6.2, 6.3, 6.4, 6.5
and 6.6 (as the case may be) shal be construed as a separate acknowledgement,
confirmation, representation, waranty or undertaking and shal be demed to be
repeated on the Listing Date and, if aplicable, the Delayed Delivery Date.
6.8 The Company represents, warants and undertakes that:
(a) it has ben duly incorporated and is validly existing under the laws of its place
of incorporation;
(b) it has ful power, authority and capacity, and has taken al actions required to
enter into and perform its obligations under this Agrement;
(c) subject to payment in acordance with clause 4.2 and the Lock-up Period
provided under clause 5.1, the Investor Shares wil, when delivered to the
Investor in acordance with clause 4.4, be fuly paid-up, frely transferable and
fre from al options, liens, charges, mortgages, pledges, claims, equities,
encumbrances and other third-party rights and shal rank pari pasu with the H
Shares then in isue and to be listed on the Stock Exchange;
(d) none of the Company and its controling shareholder (as defined in the Listing
Rules), any member of the Group and their respective afiliates, directors,
supervisors, oficers, employes and agents have entered into any agrement or
arangement, including any side leter which is inconsistent with the Listing
Rules (including Chapter 4.15 of the Listing Guide) with the Investor or its
afiliates, directors, supervisors, oficers, employes or agents; and
(e) except as provided for in this Agrement, neither the Company or any member
of the Group nor any of their respective afiliates, directors, supervisors, oficers,
employes or agents has entered into any arangement, agrement or
undertaking with any Governmental Authority or any third party with respect to
any of the Investor Shares.
6.9 The Company acknowledges, confirms and agres that the Investor wil be relying on
information contained in the International Ofering Circular and that the Investor shal
have the same rights in respect of the International Ofering Circular as other investors
purchasing H Shares in the International Ofering.
7. TERMINATION
7.1 This Agrement may be terminated:
(a) in acordance with clauses 3.2, 4.6 and 4.7;
(b) solely by the Company, or by each of the Sponsor-OCs and the Joint Sponsors,
in the event that there is a material breach of this Agrement on the part of the
Investor or SDG Aset or the Investor’s wholy-owned subsidiary (in the case
of transfer of Investor Shares pursuant to clause 5.2 above) (including a material
breach of the representations, waranties, undertakings and confirmations by the
Investor or SDG Aset under this Agrement) on or before the closing of the
International Ofering or, if aplicable, the Delayed Delivery Date
(notwithstanding any provision to the contrary to this Agrement); or
(c) with the writen consent of al the Parties.
7.2 Without prejudice to clause 7.3, in the event that this Agrement is terminated in
acordance with clause 7.1, the Parties shal not be bound to proced with their
respective obligations under this Agrement (except for the confidentiality obligation
under clause 9.1 set forth below) and the rights and liabilities of the Parties hereunder
(except for the rights under clause 6.6 set forth above and clause 12 set forth below)
shal cease and no Party shal have any claim against any other Parties without prejudice
to the acrued rights or liabilities of any Party to the other Parties in respect of the terms
herein at or before such termination.
7.3 Notwithstanding the above, Clause 6.6, the indemnities given by the Investor and SDG
Aset (in its capacity as the investment manager for and on behalf of the Investor) and
related clauses herein, and clauses 8.1, 10, 11, 12 and 13, shal survive notwithstanding
the termination of this Agrement.
8. ANOUNCEMENTS AND CONFIDENTIALITY
8.1 Save as otherwise provided in this Agrement and the non-disclosure agrement entered
into in conection with the investment contemplated hereunder, none of the Parties shal
disclose any information concerning this Agrement or the transactions contemplated
herein or any other arangement involving the Company, the Sponsor-OCs, the Joint
Sponsors, SDG Aset and the Investor without the prior writen consent of the other
Parties. Notwithstanding the foregoing, this Agrement may be disclosed by any Party:
(a) to the Stock Exchange, the SFC, the CSRC and/or other Regulators to which
the Company, the Sponsor-OCs and/or the Joint Sponsors is subject, and the
background of the Investor and SDG Aset and their relationship betwen the
Company, SDG Aset and the Investor may be described in the Public
Documents to be isued by or on behalf of the Company and marketing,
roadshow materials and other anouncements to be isued by or on behalf of
the Company, the Sponsor-OCs and/or the Joint Sponsors in conection with
the Global Ofering;
(b) to the legal and financial advisors, auditors, and other advisors, and afiliates,
asociates, directors, supervisors, oficers and relevant employes,
representatives and agents of the Parties on a ned-to-know basis provided that
such Party shal (i) procure that each such legal, financial and other advisors,
and afiliates, asociates, directors, supervisors, oficers and relevant employes,
representatives and agents of the Party is made aware and complies with al the
confidentiality obligations set forth herein and (i) remain responsible for any
breach of such confidential obligations by such legal, financial and other
advisors, and afiliates, asociates, directors, supervisors, oficers and relevant
employes, representatives and agents of the Party; and
(c) otherwise by any Party as may be required by any aplicable Law, any
Governmental Authority or body with jurisdiction over such Party (including
without limitation the Stock Exchange, the SFC and the CSRC) or stock
exchange rules (including submiting this Agrement as a material contract to
the Hong Kong Companies Registry for registration and making it available on
display in acordance with the Companies (Winding Up and Miscelaneous
Provisions) Ordinance and the Listing Rules) or any binding judgment, order or
requirement of any competent Governmental Authority.
8.2 No other reference or disclosure shal be made regarding this Agrement or any
ancilary maters hereto by SDG Aset or the Investor, except where SDG Aset or the
Investor shal have consulted the Company, the Sponsor-OCs and the Joint Sponsors in
advance to sek their prior writen consent as to the principle, form and content of such
disclosure.
8.3 The Company shal use its reasonable endeavours to provide for review by SDG Aset
and the Investor of any statement in any of the Public Documents which relates to this
Agrement, the relationship betwen the Company, SDG Aset and the Investor and
the general background information on the Investor and SDG Aset prior to publication.
SDG Aset shal coperate with the Company, the Sponsor-OCs and the Joint Sponsors
to ensure that al references to SDG Aset and the Investor in such Public Documents
are true, complete, acurate and not misleading and that no material information about
it is omited from the Public Documents, and shal provide any coments and
verification documents promptly to the Company, the Sponsor-OCs and the Joint
Sponsors and their respective counsels.
8.4 SDG Aset (in its capacity as the investment manager for and on behalf of the Investor)
undertakes promptly to provide al asistance reasonably required in conection with
the preparation of any disclosure required to be made as refered to in clause 9.1
(including providing such further information and/or suporting documentation relating
to it, its ownership (including ultimate beneficial ownership) and/or otherwise relating
to the maters refered thereto which may reasonably be required by the Company, the
Sponsor-OCs or the Joint Sponsors) to (i) update the description of SDG Aset and the
Investor in the Public Documents subsequent to the date of this Agrement and to verify
such references, and (i) enable the Company, the Sponsor-OCs and the Joint Sponsors
to comply with aplicable companies or securities registration and/or the requests of
competent Regulators, including without limitation the Stock Exchange, the SFC and
the CSRC.
9. NOTICES
9.1 Al notices delivered hereunder shal be in writing in either the English or Chinese
language and shal be delivered in the maner required by clause 10.2 to the folowing
adreses:
If to the Company, to:
Adres: Rom 309, Building B, Gren Valey Square, Shenchang Road,
Hongqiao District, Shanghai, PRC
Email: liuliting@sic.c
Atention: Liu Liting
If to SDG Aset and/or the Investor, to:
Adres: Roms 4003-05, 40/F.China Resources Building, 26 Harbour
Road Wanchai, Hong Kong
Email: hkoperations@sd-gold.hk; sdgam@sd-gold.hk
Atention: Operation team & Investment team
If to CIC, to
Adres: 29/F, One International Finance Centre, 1 Harbour View Stret,
Central, Hong Kong
Email: IB_PJ_216@cic.com.cn
Atention: Project 216 deal team
If to CITIC, to:
Adres: 18/F, One Pacific Place, 88 Quensway, Hong Kong
Email: project_216@clsa.com
Atention: 中信里昂 Project 216 团队
If to CLSA, to:
Adres: 18/F, One Pacific Place, 88 Quensway, Hong Kong
Email: project_216@clsa.com
Atention: 中信里昂 Project 216 团队
9.2 Any notice delivered hereunder shal be delivered by hand or sent by email or sent by
facsimile (if aplicable) or by pre-paid post. Any notice shal be demed to have ben
received, if delivered by hand, when delivered, if sent by facsimile, on receipt of
confirmation of transmision, if sent by email, when transmited provided no non-
delivery mesage is received, and if sent by pre-paid post, (in the absence of evidence
of earlier receipt) 48 hours after it was posted (or six days if sent by air mail). Any
notice received on a day which is not a busines day shal be demed to be received on
the next folowing busines day.
10. GENERAL
10.1 Each of the Parties confirms and represents that this Agrement has ben duly
authorised, executed and delivered by it and constitutes its legal, valid and binding
obligations and is enforceable against it in acordance with its terms. Except for such
consents, aprovals and authorisations as may be required by the Company to
implement the Global Ofering, no corporate, shareholder or other consents, aprovals
or authorisations are required by such Party for the performance of its obligations under
this Agrement and each of the Parties further confirms that it can perform its
obligations described hereunder.
10.2 Save for manifest eror, calculations and determinations made in god faith by the
Company, the Sponsor-OCs and the Joint Sponsors shal be conclusive and binding
with respect to the number of Investor Shares, the Ofer Price and the amount of
payment required to be made by the Investor pursuant to clause 4.2 of this Agrement
and for the purposes of this Agrement.
10.3 The obligations of each of the Joint Sponsors and the Sponsor-OCs as stipulated in this
Agrement are several (and not joint or joint and several). None of the Joint Sponsors
or the Sponsor-OCs wil be liable for any failure on the part of any of the other Joint
Sponsors or Sponsor-OCs to perform their respective obligations under this Agrement
and no such failure shal afect the right of any of the other Joint Sponsors or Sponsor-
OCs to enforce the terms of this Agrement. Notwithstanding the foregoing, each of
the Joint Sponsors and the Sponsor-OCs shal be entitled to enforce any or al of its
rights under this Agrement either alone or jointly with the other Joint Sponsors and
Sponsor-OCs, to the extent permited by aplicable Laws.
10.4 SDG Aset (in its capacity as the investment manager for and on behalf of the Investor),
the Company, the Sponsor-OCs and the Joint Sponsors shal coperate with respect to
any notifications to, or consents and/or aprovals of, third parties which are or may be
required for the purposes of or in conection with this Agrement and the transactions
contemplated under this Agrement.
10.5 No alteration to, or variation of, this Agrement shal be efective unles it is in writing
and signed by or on behalf of al the Parties. For the avoidance of doubt, any alteration
to, or variation of, this Agrement shal not require any prior notice to, or consent from,
any person who is not a Party.
10.6 This Agrement wil be executed in the English language only.
10.7 Unles otherwise agred by the relevant Parties in writing, each Party shal bear its own
legal and profesional fes, costs and expenses incured in conection with this
Agrement, save that stamp duty arising in respect of any of the transactions
contemplated in this Agrement shal be borne by the relevant transferor/seler and the
relevant transfere/buyer in equal shares.
10.8 Time shal be of the esence of this Agrement but any time, date or period refered to
in this Agrement may be extended by mutual writen agrement betwen the Parties.
10.9 Al provisions of this Agrement shal so far as they are capable of being performed or
observed continue in ful force and efect notwithstanding the Closing in acordance
with clause 4 except in respect of those maters then already performed and unles they
are terminated with the writen consent of the Parties.
10.10 Other than the non-disclosure agrement entered into in conection with the investment
contemplated hereunder, this Agrement constitutes the entire agrement and
understanding betwen the Parties in conection with the investment in the Company
by the Investor. This Agrement supersedes al prior promises, asurances, waranties,
representations, comunications, understandings and agrements relating to the subject
mater hereof, whether writen or oral.
10.11 To the extent otherwise set out in this clause 10.11, a person who is not a party to this
Agrement has no right under the Contracts (Rights of Third Parties) Ordinance to
enforce any term of this Agrement but this does not afect any rights or remedy of a
third party which exists or is available apart from the Contracts (Rights of Third Parties)
Ordinance:
(a) each of the other overal cordinators may enforce (i) clause 6, and (i) any other
term(s) of this Agrement which confers a benefit on such overal cordinator
to the same extent as if they were a party to this Agrement.
(b) Indemnified Parties may enforce and rely on clause 6.6 to the same extent as if
they were a party to this Agrement.
(c) This Agrement may be terminated or rescinded and any term may be amended,
varied or waived without the consent of the persons refered to in sub-clause
10.11(a) and (b).
10.12 Each of the Sponsor-OCs and the Joint Sponsors has the power and is hereby authorised
to delegate al or any of their relevant rights, duties, powers and discretions in such
maner and on such terms as they think fit (with or without formality and without prior
notice of any such delegation being required to be given to the Company, SDG Aset
or the Investor) to any one or more of their afiliates. Such Overal Cordinator or Joint
Sponsor shal remain liable for al acts and omisions of any of its afiliates to which it
delegates relevant rights, duties, powers and/or discretions pursuant to this sub-clause
notwithstanding any such delegation.
10.13 No delay or failure by a Party to exercise or enforce (in whole or in part) any right
provided by this Agrement or by law shal operate as a release or waiver of, or in any
way limit, that Party’s ability to further exercise or enforce that, or any other, right and
no single or partial exercise of any such right or remedy shal preclude any other or
further exercise of it or the exercise of any other right or remedy. The rights, powers
and remedies provided in this Agrement are cumulative and not exclusive of any rights,
powers and remedies (whether provided by law or otherwise). A waiver of any breach
of any provision of this Agrement shal not be efective, or implied, unles that waiver
is in writing and is signed by the Party against whom that waiver is claimed.
10.14 If at any time any provision of this Agrement is or becomes ilegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shal not afect or
impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision
of this Agrement; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of
that or any other provision of this Agrement.
10.15 This Agrement shal be binding upon, and inure solely to the benefit of the Parties and
their respective heirs, executors, administrators, sucesors and permited asigns, and
no other person shal acquire or have any right under or by virtue of this Agrement.
Except for the purposes of internal reorganization or restructuring, no Party may asign
or transfer al or any part of the benefits of, or interest or right in or under this
Agrement. Obligations under this Agrement shal not be asignable.
10.16 Without prejudice to al rights to claim against SDG Aset and the Investor for al loses
and damages sufered by the other Parties, if there is any breach of waranties made by
the Investor or SDG Aset on or before the Listing Date or the Delayed Delivery Date
(if aplicable), the Company, the Sponsor-OCs and the Joint Sponsors shal,
notwithstanding any provision to the contrary to this Agrement, have the right to
rescind this Agrement and al obligations of the Parties hereunder shal cease forthwith.
10.17 Each of the Parties undertakes with the other Parties that it shal execute and perform,
and procure that it is executed and performed, such further documents and acts as may
be required to give efect to the provisions of this Agrement.
10.18 Each of the Parties irevocably and unconditionaly agre that this Agrement may be
executed by way of ataching electronic signatures in compliance with aplicable Laws,
and the method used is reliable, and is apropriate, for the purpose for which the
information contained in the document is comunicated.
11. GOVERNING LAW AND JURISDICTION
11.1 This Agrement and the relationship betwen the Parties shal be governed by, and
interpreted in acordance with, the laws of Hong Kong.
11.2 Any dispute, controversy or claim arising out of or in conection with this Agrement,
or the breach, termination or invalidity thereof (“Dispute”), shal be setled by
arbitration in acordance with the Hong Kong International Arbitration Centre
Administered Arbitration Rules in force as of the date of submiting the arbitration
aplication. The place of arbitration shal be Hong Kong and the governing law of the
arbitration procedings shal be the laws of Hong Kong. There shal be thre arbitrators
and the language in the arbitration procedings shal be English. The decision and
award of the arbitral tribunal shal be final and binding on the parties and may be entered
and enforced in any court having jurisdiction, and the parties irevocably and
unconditionaly waive any and al rights to any form of apeal, review or recourse to
any judicial authority, insofar as such waiver may be validly made. Notwithstanding
the foregoing, the parties shal have the right to sek interim injunctive relief or other
interim relief from a court of competent jurisdiction, before the arbitral tribunal has
ben apointed. Without prejudice to such provisional remedies as may be available
under the jurisdiction of a national court, the arbitral tribunal shal have ful authority
to grant provisional remedies or order the parties to request that a court modify or vacate
any temporary or preliminary relief isued by a such court, and to award damages for
the failure of any party to respect the arbitral tribunal’s orders to that efect.
12. IMUNITY
12.1 To the extent that in any procedings in any jurisdiction (including without limitation
arbitration procedings), either SDG Aset (in its capacity as the investment manager
for and on behalf of the Investor) or the Investor has or can claim for itself or its asets,
properties or revenues any imunity (on the grounds of sovereignty or crown status or
otherwise) from any action, suit, proceding or other legal proces (including without
limitation arbitration procedings), from set-of or counterclaim, from the jurisdiction
of any court, from service of proces, from atachment to or in aid of execution of any
judgment, decision, determination, order or award (including without limitation any
arbitral award), or from other action, suit or proceding for the giving of any relief or
for the enforcement of any judgement, decision, determination, order or award
(including without limitation any arbitral award) or to the extent that in any such
procedings there may be atributed to itself or its asets, properties or revenues any
such imunity (whether or not claimed), each of SDG Aset (in its capacity as the
investment manager for and on behalf of the Investor) and the Investor hereby
irevocably and unconditionaly waives and agres not to plead or claim any such
imunity in relation to any such procedings.
13. COUNTERPARTS
13.1 This Agrement may be executed in any number of counterparts, and by each Party
hereto on separate counterparts. Each counterpart is an original, but al counterparts
shal together constitute one and the same instrument. Delivery of an executed
counterpart signature page of this Agrement by e-mail atachment (PDF) or telecopy
shal be an efective mode of delivery.
[Signature page to Cornerstone Investment Agrement]
IN WITNES whereof each of the Parties has executed this Agrement by its duly authorised
signatory on the date set out at the begining.
SCHEDULE 1
INVESTOR SHARES
Number of Investor Shares
The number of Investor Shares shal be equal to (1) Hong Kong dolar One hundred milion
(HK$100,000,000.00) (excluding Brokerage and the Levies which the Investor wil pay in
respect of the Investor Shares) divided by (2) the Ofer Price, rounded down to the nearest
whole board lot of 100 H Shares).
Pursuant to paragraph 4.2 of Practice Note 18 to the Listing Rules, Chapter 4.14 of the Listing
Guide and the waiver as granted by the Stock Exchange (if any), in the event of over-
subscription under the Hong Kong Public Ofering, the number of Investor Shares to be
subscribed for by the Investor under this Agrement might be afected by the realocation of H
Shares betwen the International Ofering and the Hong Kong Public Ofering. If the total
demand for H Shares in the Hong Kong Public Ofering fals within the circumstances set out
in the section headed “Structure of the Global Ofering—The Hong Kong Public Ofering—
Realocation” in the Prospectus, the number of Investor Shares may be deducted to satisfy the
public demands under the Hong Kong Public Ofering.
Further, the Joint Sponsors, the Sponsor-OCs and the Company can adjust the alocation of the
number of Investor Shares in their sole and absolute discretion for the purpose of satisfying the
relevant requirements under the Listing Rules, including without limitation (i) Rule 8.08(3) of
the Listing Rules which provides that no more than 50% of the H Shares in public hands on the
Listing Date can be beneficialy owned by the thre largest public Shareholders, or (i) the
minimum public float requirement under Rule 8.08(1) (as amended and replaced by Rule
19A.13A) of the Listing Rules or as otherwise waived by the Stock Exchange, (i) the
minimum fre float requirement under Rule 8.08A (as amended and replaced by Rule 19A.13C)
of the Listing Rules, or (iv) paragraph 3.2 of Practice Note 18 to the Listing Rules, which
provides that at least 40% of the total number of shares initialy ofered in the Global Ofering
must be alocated to investors in the placing tranche (other than cornerstone investors). Further,
the Sponsor-OCs and the Company can adjust the number of Investor Shares in their sole and
absolute discretion for the purpose of compliance with Apendix F1 (Placing Guidelines for
Equity Securities) to the Listing Rules.
SCHEDULE 2
PARTICULARS OF SDG ASET AND THE INVESTOR
SDG Aset
Place of incorporation: Hong Kong
Certificate of incorporation number: 2368184
Busines registration number: 66072829-000-04-24-2
LEI number: 254900X9S758HRY5P346
Busines adres and telephone number and
contact person:
Roms 4003-05, 40/F, China Resources
Building, 26 Harbour Road, Wanchai, Hong
Kong
+852 2825 5073
Kevic Le
Principal activities: Aset Management
Ultimate controling shareholder: SDG Securities (HK) Limited
Place of incorporation of ultimate controling
shareholder:
Hong Kong
Busines registration number and LEI
number of ultimate controling shareholder:
BR:66654021-000-09-24-1
LEI: 254900SCI8JYJNRDX480
Principal activities of ultimate controling
shareholder:
Brokerage service
Shareholder and interests held: One Shareholder
Description of SDG Aset for insertion in the
Prospectus:
SDG Aset Management (HK) Limited is the
investment manager of the Investor, SDG
Aset Management (HK) Limited-Client
Acount 3 (“Client Acount 3”).
SDG Aset Management (HK) Limited is a
private company limited by shares,
incorporated in Hong Kong on 26 April 2016
to engage in provision of aset management
services. It is licensed by the Securities and
Futures Comision (SFC) under the
Securities and Futures Ordinance (SFO) to
cary out Type 4 (advising on securities) and
Type 9 (aset management) regulated
activities, with CE number BHO423. The
sole shareholder of SDG Aset is SDG
Securities (HK) Limited, a company licensed
by the Securities and Futures Comision
(SFC) under the Securities and Futures
Ordinance (SFO) to cary out Type 1
(dealing in securities) and Type 4 (advising
on securities) with CE number BMB958 and
primarily engaged in provision of trading
services in Hong Kong stocks, bonds, as wel
as IPO subscription services. SDG Securities
(HK) Limited is an indirect wholy-owned
subsidiary of Shandong Gold Group Co.,
Ltd., which is a state-owned gold mining
company controled by Stated-owned Asets
Supervision and Administration Comision
of Shandong Provincial Government
(“Shandong SASAC”).
The Investor
Description of the Investor for insertion in
the Prospectus:
SDG Aset manages the funds of the
Investor, i.e. Client Acount 3, on behalf of
Guohui (HK) Holdings Co., Limited. The
investment portfolio of Client Acount 3 may
include alocations to Hong Kong IPOs,
Hong Kong-listed equities, Hong Kong
equity-related funds, and liquidity
management products such as time deposits
and money market funds. Guohui (HK)
Holdings Co., Limited is a direct wholy-
owned subsidiary of Shandong Development
Investment Holding Group Co., Ltd., which
is a state-owned investment holding
company controled by Shandong SASAC.
Relevant investor category(ies) (as required
to be included on the Stock Exchange’s FINI
place list template or required to be
disclosed by the FINI interface in relation to
places):
Cornerstone investor
i
基石投资协议
年
月
日
山东天岳先进科技股份有限公司
和而泰智能控制国际有限公司
中国际金融香港证券有限公司
中信证券（香港）有限公司
中信里昂证券有限公司
海通国际证券有限公司
i
目录
条款 页码
1. 定义和解释. 1
2. 投资. 6
3. 交割前提条件. 7
4. 交割. 8
5. 投资者限制. 10
- 、声明、承诺和保证. 12
7. 终止. 21
8. 公布和保密. 21
9. 通知. 22
10. 一般条款. 23
11. 管辖法律和管辖权. 25
12. 豁免. 25
13. 协议副本. 26
附表一 投资者股份. I
附表二 投资者详情. I
本协议（本“协议”）于2025年8月7日签订：
各方当事人如下:
(1)
山东天岳先进科技股份有限公司，一家在中国成立的股份有限公司，其注册办
事处位于中国山东省济南市槐荫区天岳南路99号（“公司”）
；
(2)
和而泰智能控制国际有限公司，一家于中国香港注册成立的公司，其注册办事
处位于香港铜锣湾希慎道33号利园一期1911室（“投资者”）；
(3)
中国际金融香港证券有限公司，地址为：香港中环港景街1号国际金融中心
第一期29楼（“中金”）；
(4)
中信证券（香港）有限公司，地址为：香港皇后大道88号太古广场一座18层
（“中信证券”）；
(5)
中信里昂证券有限公司，地址为：香港皇后大道88号太古广场一座18层（“中
信里昂”）；
（中金和中信证券合称及各自为“联席保荐人”，中金和中信里昂合称及各自为
“保荐人兼整体协调人”）
(6)
海通国际证券有限公司，地址为：香港德辅道中189号李宝椿大厦22楼（“海
通国际”）
鉴于：
(A)
公司已提交以全球发售的方式（“全球发售”）将其H股（定义见下文）在联交
所（定义见下文）上市的申请，其中包括：
(i) 公司公开发售4,774,600H股（定义见下文）供香港公众人士认购（“香港
公开发售”）；和
(i) 公司依据证券法（定义见下文）下的S 规例于美国境外向投资者（包括
香港的专业和机构投资者）或其他豁免，有条件配售公司提呈的
42,971,100H股（“国际发售”）。
(B)
中金和中信证券担任全球发售的联席保荐人，中金、中信里昂、海通国际、中
银国际亚洲有限公司及大华继显（香港）有限公司担任全球发售的整体协调人
及资本市场中介机构。
(C)
投资者希望根据并基于本协议条件和条款认购投资者股份（定义见下文），作
为国际发售的一部分。
各方在此达成如下协议：
1.
定义和解释
1.1 除文义另有所指外，在本协议（包括其绪言及附表）中，下列各词汇、术语和
用语具备以下含义：
“联属公司”就特定个人或实体而言，除上下文另有规定外，是指直接或间接通
过一个或多个中介机构控制，或受其控制或与指定的个人或实体共同控制的任
何个人或实体。为了本定义的目的，“控制”（包括“控制”、“由.控制”及“与.共
同控制”）是指直接或间接拥有指导或引导他人管理和政策方向的权力（无论通
过拥有表决权的证券、合同或其他方式）;
“会计及财务汇报局”指香港会计及财务汇报局;
“总投资额”指等于发售价乘以投资者股份数目的金额;
“批准”具有第6.2(g)条所赋予的含义；
“联系人/紧密联系人”应具有上市规则赋予该术语的定义，及“各联系人/紧密联
系人”应据此予以相应解释；
“佣金”指费用规则（定义见上市规则）第7(1)段要求的按总投资额的1%计算的
佣金；
“营业日”指香港持牌银行一般对香港公众正常营业以及联交所对外进行证券买
卖业务的任何日子（星期六、星期日及香港公共假期除外）；
“中央结算系统”指香港中央结算有限公司建立和经营的中央结算及交收系统；
“交割”指根据本协议条款和条件完成对投资者股份的认购；
“资本市场中介”指行为守则中定义的资本市场中介机构，用于在股权资本市场
交易中进行簿记和配售活动；
“行为守则”指经不时修订、补充或以其他方式修改的证券及期货事务监察委员
会许可或注册人士行为守则；
“公司条例” 指不时经修订、补充或以其他方式修订的《公司条例》（香港法例
第622章）；
“公司（清盘及杂项条文）条例”指不时经修订、补充或以其他方式修订的《公
司（清盘及杂项条文）条例》（香港法例第32章）；
“关连人士/核心关连人士”应具有上市规则赋予该术语的定义，及“关连人士/核
心关连人士”亦须据此解释；
“关联关系” 须具有中国证监会备案规则赋予该词的涵义；
“合约(第三者权利)条例”指不时经修订或补充或另行修改的《合约(第三者权利)
条例》（香港法例第623章）；
“控股东”除上下文另有要求外，须具有上市规则赋予该词的涵义及“控股东”
亦须据此解释；
“中国证监会” 指中国证券监督管理委员会；
“中国证监会备案规则” 指不时经修订、补充或以其他方式修改的中国证监会发
布的《境内企业境外发行证券和上市管理试行办法》及配套指引；
“中国证监会备案报告” 指公司就全球发售根据中国证监会备案规则第13条提交
予中国证监会的备案报告，包括其中任何修订、补充和/或修改；
“中国证监会备案” 指根据中国证监会备案规则和其他适用法律、法规和中国证
监会的要求，就全球发售事项以书面、口头或其他任何方式向或将向中国证监
会提交/作出的任何和所有信函、备案、通信往来、沟通、文件、回复、承诺和
呈交，包括其中任何修订、补充和/或修改（包括但不限于中国证监会备案报
告）；
“延迟交付日期”指在香港公开发售承销协议和国际发售承销协议均已签订并已
成为无条件协议且尚未终止前提下，保荐人兼整体协调人及海通国际应依据第
4.3条通知投资者的晚于上市日期的日期；
“处置”就任何相关股份而言，包括直接或间接，
(i) 对相关股份或可转换为或可行使为或可交换为该等相关股份或代表接收
该等相关股份或股份中任何权益的权利的任何其他证券的任何合法或实
益权益的发售、抵押、押记、出售、按揭、借贷、设立、转移、转让或
以其他方式处置任何合法或实益权益（包括设立任何购股权或订立协议
设立购股权，或出售或授出或同意出售或授出任何购股权或购买、认购、
出借或以其他方式转让或处置任何购股权的合同或任何认股权证或购买
权、认购权、出借权或以其他方式转让或处置，或购买或同意购买任何
购股权、合同、认股权证或出售权或者设立任何权利负担或同意设立任
何权利负担）（直接或间接，有条件或无条件），或者设立任何性质的
任何第三方的权利；或者直接或间接、有条件或无条件缔约进行上述任
何处置；或
(i) 订立任何掉期交易或其他安排将相关股份或其中任何权益的任何实益所
有权或该等相关证券或此类其他证券或其中的任何权益的所有权的任何
相关股份或其任何权益的实益拥有权或任何经济后果或附带后果部分或
全部转让他人；或
(i) 直接或间接开展与上述第 (i)及(i)项所描述的任何一项交易具有相同经济
效果的任何其他交易；或
(iv) 同意或缔约或公开宣布或披露有意开展上述第 (i)、(i)及 (i)项所描述的
任何交易，无论上述第(i)、(i)及 (i)项所描述的交易是否将以交付相关
股份或可转换为或可行使为或可交换为相关股份其他证券、以现金或其
他方式结算；且“处置”应据此予以解释；
“FINI” 须具有上市规则赋予该词的涵义；
“全球发售”具有绪言 (A)所赋予的含义；
“政府机构”是指任何国家、中央、联邦、省、州、地区、市、地方、国内、国
外或超国家的政府、政府间的、监管机构或行政委员会、董事会、机构、主体
或代理部门，或任何证券交易所（包括但不限于联交所、上交所、证监会及中
国证监会）、自监管或其他非政府监管机构，或任何法院、司法机构、法庭、
仲裁庭或仲裁员;
“集团”指公司及其附属公司；
“H股”指公司股本中每股面值人民币1.00元的境外上市外资股，将以港元认购及
交易，并将于联交所上市；
“港元”指香港法定货币；
“香港”指中国香港特别行政区；
“香港公开发售”具有绪言 (A)所赋予的含义；
“受偿方”具有第6.6条所赋予的含义，“受偿方”为其中任何一方，视情况而定;
“国际发售”具有绪言 (A)所赋予的含义；
“国际发售通函”指公司预期向潜在投资者（包括投资者）发出的与国际发售有
关的最终发售通函；
“投资者相关信息”具有第6.2(i)条所赋予的含义;
“投资者股份”指投资者根据本协议条款及条件，按照附表一进行计算，并由公
司、保荐人兼整体协调人决定，由投资者于国际发售中认购的H股数目；
“法律”指所有相关司法管辖区的任何政府机构（包括但不限于联交所、上交所、
证监会和中国证监会）的所有法律、成文法规、立法、条例、办法、规则、法
例、指引、指导、决定、意见、通知、通函、指南、要求、命令、判决、判令
或裁定；
“征费”指就总投资额而言0.0027%的证监会交易征费（或上市日期现行的交易征
费）和0.00565%的联交所交易费（或上市日期现行的交易费）及0.00015%的会
计及财务汇报局交易征费（或上市日期现行的交易征费）；
“上市日期”指H股首次在联交所主板上市的日期；
“上市指南”指经不时修改、补充或修订的，联交所刊发的《新上市申请人指
南》；
“上市规则”指不时经修订或补充的《香港联合交易所有限公司证券上市规则》，
以及联交所的上市决策、指引及其他规定；
“禁售期”具有第5.1条所赋予的含义；
“发售价”指将根据全球发售进行发售或出售H股的每股H股的最终港元价格（不
包括佣金和征费）；
“超额配股权”具有国际发售通函所赋予的定义；
“各方”指列名的本协议各方；“一方”按文义应指他们其中任何一方；
“中国”指中华人民共和国，仅就本协议而言，不包括香港及澳门特别行政区和
中国台湾地区；
“初步发售通函”指公司将向潜在投资者（包括投资者）发出的与国际发售有关
的经不时修订或补充的初步发售通函；
“专业投资者”具有证券及期货条例附录1第1部分所赋予的含义；
“自营投资为基础”指投资者出于自身利益及投资目的而进行投资(无论该投资是
否是为了该投资者的任何股东或资金投资者的利益而进行)，而非作为任何第三
方的代理人而进行；
“招股章程”指公司将就香港公开发售在香港发行的最终招股章程；
“公开文件”指公司为国际发售将发出的初步发售通函和国际发售通函，为香港
公开发售将在香港发出的招股章程，以及公司就全球发售可能发出的其他文件
和公告，上述各项可经不时修改或补充；
“监管机构”具有第6.2(i)条所赋予的含义；
“相关股份”指投资者根据本协议认购的投资者股份，以及根据任何供股、资本
化发行或其他资本重组形式（不论该等交易是否以现金或其他方式结算）由投
资者股份派生的公司任何股份或其他证券或权益，以及由此产生的任何利息；
“S条例”指证券法S条例；
“人民币”指中国法定货币；
“144条例”指证券法144条例；
“证券法”指经修订的美国1933年《证券法》（不时补充或以其他方式修改，以
及据此颁布的规则和条例）；
“证监会”指香港证券及期货事务监察委员会；
“证券及期货条例”指不时经修订、补充或另行修改的《证券及期货条例》（香
港法例第571章）；
“联交所”指香港联合交易所有限公司；
“附属公司”具有公司条例所赋予的定义；
“美国”指美利坚合众国及其领土、领地、美国任何州以及哥伦比亚特区；
“美元”指美国法定货币； 及
“美国人士”具有S条例所赋予的含义。
1.2 在本协议中，除文义另有所指外：
(a) 凡提及“条”、“款”或“附表”均指本协议中的条、款或附表；
(b) 索引、条款和附表标题仅为方便阅读而设，不得影响对本协议的理解或
解释；
(c) 绪言和附表构成本协议的其中部分，并具有同等效力和作用，犹如本协
议正文明确所载，以及凡提及本协议应包含绪言和附表；
(d) 含有单数含义应包括复数含义，反之亦然；具有一种性别意义的词汇应
包括另一种性别的含义；
(e) 凡提及本协议或其他文件包括本协议或其他文件的任何修订或替换；
(f) 凡提及一项法规、法定条文、法例或规则，包括提述：
(i) 该法规、法定条文、法例或规则经不时合并、修订或补充、修改、
重新制定，或由任何法规、法定条文、法例或规则取代；
(i) 对其重新制定的任何废除的法规、法定条文、法例或规则（无论
是否进行修改）；及
(i) 根据它制定的任何附属立法；
(g) 提及的“法规”包括任何政府、政府间或超国家机构、机构的任何法规、
规则、官方指令、意见、通知、通告、命令、请求或指南（无论是否具
有法律效力） 、部门或任何监管、自律或其他机构或组织；
(h) 凡提及时间及日期，除非特别规定，均分别指香港时间及日期；
(i) 凡提及“人士”包括提及个人、企业、公司、法人团体、非公司社团或机
构、政府、国家或国家机构、联营企业、联合体或合伙（无论是否具有
独立法人资格）；
(j) 凡提及“包括”及“包含”应解释为包括但不限于及包含但不限于；及
(k) 凡提及有关香港之外其他司法权区下任何诉讼、救济、措施或司法程序
的法律词汇，法律文件、法律状态、法庭、官方或任何法律概念或事物
将视为具有该司法权区下与有关香港法律词汇最相近之含义。
2.
投资
2.1 在满足下文第3条提及的各条件（或经各方豁免，但第3.1(a)条、第3.1(b)条、第
3.1(c)条、第3.1(d)条及第3.1(e) 条所载条件不得豁免，且第3.1(f)条项下的条件仅
可由公司、保荐人兼整体协调人及联席保荐人及海通国际共同豁免）及在本协
议其他条款和条件的规限下：
(a) 投资者将于上市日期或（若适用）延迟交付日期认购，且公司将发行、
分配及发售，且保荐人兼整体协调人及海通国际将分配及/或交付（视情
况而定）或安排分配及/或交付（视情况而定）予投资者，投资者将通过
保荐人兼整体协调人及/或海通国际及/或其联属公司（以相关部分国际发
售的国际承销商的国际代表身份）按发售价认购的投资者股份并作为国
际发售的一部分；及
(b) 投资者将根据第4.2条就投资者股份支付总投资额、佣金和征费。
2.2 投资者可选择于不迟于上市日期前三个营业日书面通知公司、保荐人兼整体协
调人及联席保荐人及海通国际，通过投资者的一家全资附属公司认购投资者股
份。该全资附属公司为专业投资者，且为 (i) 非美国人士；(i) 位于美国境外；
及 (i) 根据S条例收购离岸交易中的投资者股份，但是：
(a) 投资者应促使该全资附属公司于同日向公司、保荐人兼整体协调人及联
席保荐人及海通国际提供书面确认函，表示其同意遵守投资者在本协议
中作出的相同协定、声明、保证、承诺、承认和确认，且投资者在本协
议中作出的协定、声明、保证、承诺、承认和确认应视为由投资者为其
自身和代表该全资附属公司作出；及
(b) 投资者(i) 向公司、保荐人兼整体协调人及联席保荐人及海通国际无条件
且不可撤销地保证，该全资附属公司妥善且准时履行其在本协议项下所
应遵守的所有的协定、义务、承诺、保证、声明、赔偿、同意、承认、
确认及契诺；及 (i) 承诺按照第6.6条的规定，根据受偿方各方的要求，
充分有效地给予弥偿及按要求维持弥偿。
本第2.2条项下构成了投资者直接、主要且无条件的义务，即按照要求向公司、
保荐人兼整体协调人及联席保荐人及海通国际支付该全资附属公司在本协议项
下任何应付款项，且按要求及时履行该全资附属公司在本协议项下的任何义务，
而无需公司、保荐人兼整体协调人及联席保荐人及海通国际先采取针对该全资
附属公司或任何其他人士的措施。除非文义另有所指，投资者一词在本协议中
应被理解为包含该全资附属公司。
2.3 保荐人兼整体协调人与公司协商后可以根据第4.3条自主决定于延迟交付日期交
付全部或部分的投资者股份。
2.4 公司及保荐人兼整体协调人（代表其自身及全球发售的承销商）将以他们商定
的方式决定发售价。投资者股份的确切数量将由公司及保荐人兼整体协调人根
据附表一最终决定，且该决定为最终且对投资者具有约束力（除非出现明显错
误）。
3.
交割前提条件
3.1 投资者在本协议项下根据第2.1条认购投资者股份的义务，以及公司及保荐人兼
整体协调人根据第2.1条发行、分派、配售、分配及/或交付（视乎情况而定）或
促使发行、分派、配售、分配及/或交付（视乎情况而定）投资者股份的义务，
仅取决于各方于交割之时或之前满足或豁免（但第3.1(a)条、第3.1(b)条、第
3.1(c)条、第3.1(d)条及第3.1(e)条所载条件不得豁免，且第3.1(f)条项下所载条
件仅可由公司、保荐人兼整体协调人及联席保荐人及海通国际共同豁免）以下
各项条件：
(a) 香港公开发售承销协议和国际发售承销协议经订立并于不迟于该等承销
协议指明的时间和日期（根据彼等各自的原定条款或其后协议各方通过
协议豁免或更改的条款）已生效并须无条件履行，且上述承销协议均尚
未被终止；
(b) 发售价已根据公司及保荐人兼整体协调人（代表他们自己和全球发售的
承销商）之间所签订的承销协议及定价协议确定；
(c) 联交所上市委员会已批准H股（包括投资者股份）上市和买卖并授予其
他适用豁免和批准，包括与投资者认购投资者股份有关的事项，且该等
批准、同意或豁免在H股于联交所开始买卖之前尚未被撤销；
(d) 中国证监会已经受理中国证监会备案并在其网站上发布中国证监会备案
的备案结果，且该等受理通知书和/或经公布的备案结果在H股于联交所
开始买卖之前尚未被拒绝、撤回、撤销或使其无效；
(e) 任何政府机构尚未制定或颁布任何法律禁止完成全球发售或本协议项下
拟进行的交易，并且具有管辖权的法院未发出任何有效命令或禁制令阻
止或禁止该等交易的进行；及
(f) 投资者在本协议项下的各自声明、保证、承诺、承认和确认在所有方面
(于本协议日期)均属及(于上市日期及延迟交付日期(如适用)将均属准确、
真实及完整且无误导性或欺骗性，且投资者并无违反本协议。
3.2 若于本协议日期后一百八十（180）日当日或之前（或公司、投资者、保荐人兼
整体协调人和联席保荐人之间可能书面同意的其他日期），第3.1条所载的任何
条件未获实现或未被各方豁免（但第3.1(a)条、第3.1(b)条、第3.1(c)条、第3.1(d)
条及第3.1(e)条所载条件不得豁免，且第3.1(f)条项下的条件仅可由公司、整体协
调人及联席保荐人豁免），投资者购买投资者股份的义务，以及公司及保荐人
兼整体协调人发行、分派、配售、分配及/或交付（视乎情况而定）或促使发行、
分派、配售、分配及/或交付（视乎情况而定）投资者股份的义务应终止，且投
资者根据本协议向任何其他方支付的任何款项将由该其他方在不计利息且商业
上可行的情况下尽快归还予投资者，而本协议将予以终止并不具有效力，且公
司、保荐人兼整体协调人及/或联席保荐人的所有义务及责任应停止并终止；但
根据本第3.2条终止本协议，不得影响任何一方在该等终止之时或之前就本协议
所载条款对其他各方的已有权利或责任。为避免疑义，本条款中的任何内容均
不得解释为赋予投资者对其违反投资者根据本协议在本条提及的日期前作出并
保持有效的任何声明、保证、承诺、承认及确认予以补救的权利。
3.3 投资者承认无法保证全球发售将会完成、不会延迟、不会终止或发售价将在公
开文件规定的示意性范围内，若因任何原因全球发售在预计的日期和时间延迟、
终止、未能进行或没有完成或根本无法完成，或如果发售价不在公开文件规定
的指示性范围内，公司、保荐人兼整体协调人或联席保荐人将不会对投资者承
担任何责任。投资者特此放弃，以因全球发售因任何原因按预计的时间及日期
延迟、终止、未能进行或未能完成或根本无法完成，或如果发售价不在公开文
件规定的指示性范围内为由，任何对公司、保荐人兼整体协调人及/或联席保荐
人或上述各方的附属公司、联属公司、高级管理人员、董事、监事、雇员、顾
问、人员、联系人、合伙人、代理及代表提出任何申索或诉讼的权利（如有）。
4.
交割
4.1 在第3条和本第4条的规限下，根据国际发售并作为国际发售的一部分，投资者
将以发售价认购投资者股份，并通过保荐人兼整体协调人、海通国际（和/或其
联属公司）以其作为国际发售相关部分的国际承销商代表的身份进行。据此，
投资者股份的认购将同时与国际发售按公司、保荐人兼整体协调人确定的时间
和方式交割。
倘公司、保荐人兼整体协调人及联席保荐人认为公司在上市日无法遵守(a)上市
规则第8.08(3)条的规定（该条款规定于上市日期由公众人士持有的证券中由持
股量最高的三名公众股东实益拥有的百分比不得超过50%）；(b)上市规则第
8.08(1)条（被第 19A.13A条修订并取代）规定或联交所另行豁免的最低公众持
股量规定； (c) 上市规则第8.08A条（被第 19A.13C条修订并取代）规定的最低
自由流通量规定；及/或 (d) 上市规则第18项应用指引，公司、保荐人兼整体协
调人及联席保荐人应有权以其唯一及绝对酌情权调整投资者认购及/或收购的投
资者股份数目的分配，以确保遵守上市规则的规定。
4.2 不论投资者股份的交付时间和方式如何，投资者应不晚于上市日期前一个营业
日下午5:30以立即可用的港元资金通过电汇（向保荐人兼整体协调人、海通国
际通知投资人的港元银行账户）全数支付总投资额连同相关佣金和征费，其应
向保荐人兼整体协调人、海通国际于不迟于上市日期前一（1）个完整营业日书
面通知投资者的有关港元银行账户进行支付，并且不得作出任何扣除或抵销，
前述通知应（其中）包括付款账户详情和投资者根据本协议的应付总额。
4.3 若保荐人兼整体协调人自主确定所有或任何部分投资者股份将于晚于上市日期
的日期(“延迟交付日期”)交付，保荐人兼整体协调人应在 (i) 不迟于上市日期前
两个营业日，书面通知投资者将会延迟交付的投资者股份数目；及 (i) 不迟于实
际延迟交付日期前两（2）个营业日，书面通知投资者延迟交付日期，但前提是，
延迟交付日期不应晚于可以行使超额配股权最后一日之后三(3)个营业日。保荐
人兼整体协调人的此类决定将对投资者具有决定性和约束力。如果投资者股份
将在延迟交付日期交付给投资者，则投资者仍应依照第4.2条的规定支付投资者
股份认购的款项。
4.4 在根据第4.2条妥为缴付投资者股份的款项的规限下，向投资者交付投资者股份
（视乎情况而定）应通过中央结算系统进行，方式是直接将投资者股份存入中
央结算系统，以寄存于中央结算系统投资者户口持有人账户或投资者于不迟于
上市日期前或根据第 4.3 条确定的延迟交付日期前三（3）个营业日书面通知保
荐人兼整体协调人及海通国际的中央结算系统股份账户。
4.5 在不影响第4.3条的前提下，投资者股份的交付亦可通过公司、保荐人兼整体协
调人、联席保荐人和投资者书面同意的任何其他方式进行，但前提是，投资者
股份的交付不晚于可以行使超额配股权最后一日之后三(3)个营业日，无论交付
该投资者股份的时间和方式如何。
4.6 若未能按本协议规定的时间和方式及时（不论全部或部分）收取或结算总投资
额款项和相关佣金和征费，公司、保荐人兼整体协调人及联席保荐人及海通国
际保留以其绝对酌情权决定终止本协议的权利，在此情况下，公司、保荐人兼
整体协调人及联席保荐人及海通国际的所有义务和责任应停止并终止（但不得
影响公司、保荐人兼整体协调人及联席保荐人及海通国际可能因投资者未能遵
守其于本协议项下的义务而对其享有的任何申索）。投资者在任何情况下均应
根据第6.6条全权负责并应赔偿各受偿方因投资者未能全数支付总投资额款项、
佣金和征费而可能蒙受或由其产生或与之相关的任何损失和损害赔偿，并确保
其不受损失且使其获全数赔偿（按照税后标准）。
4.7 若出现公司、保荐人兼整体协调人或联席保荐人及海通国际（视情况而定）无
法控制的情形，包括但不限于天灾，洪水，战争（不论宣战或未宣战），恐怖
主义，火灾，骚乱，叛乱，内乱，流行病或严重流行病（包括但不限于SARS,
H5N1, MERS and COVID-19），疾病的爆发、升级、变异或加重，灾难，危机，
公共秩序混乱，地震，海啸，火山喷发，其他自然疾病，敌对行动的爆发或升
级（不论宣战或未宣战），区域、国家或国际紧急状态，经济制裁，政治变化，
政府运作瘫痪，运输中断或延误或严重中断，罢工，停工，其他工业行动，电
力或其他供应的故障，飞机碰撞，技术故障，意外或机械或电力故障，计算机
故障或任何款项传输系统的故障或失败，禁运，劳动争议及任何现有或将来的
法律、法令、法规的变更，或任何现有或将来政府活动的变更或类似的情形，
从而阻止或延迟其履行本协议项下的义务，则公司、保荐人兼整体协调人和联
席保荐人及海通国际及其各自联属公司均不承担（无论共同或各自）未能或延
迟履行本协议项下义务的责任，公司、保荐人兼整体协调人和联席保荐人及海
通国际均有权终止本协议。
5.
投资者限制
5.1 在第5.2条的规限下，投资者同意并向公司、保荐人兼整体协调人及联席保荐人
及海通国际作出契诺和承诺，未经公司、保荐人兼整体协调人及联席保荐人及
海通国际事先书面同意，自上市日期（含上市日期）起六（6）个月期间（“禁
售期”）内任何时间，投资人将不会且将促使其联属公司不会直接或间接： (i) 以
任何方式处置任何相关股份或处置持有相关股份的任何公司或实体的任何权益，
或处置可转化为、可交换为、可行使为或代表能收到上述证券之权利的任何证
券，或同意、缔约或公开宣布拟进行该等交易；(i) 同意、订立协议或公开宣布
有意与任何第三方进行出售相关股份的交易； (i) 允许其最终实益拥有人层面
发生控制权变更（定义见证监会颁布的《公司收购、合并及股份回购守则》）；
或 (iv) 直接或间接进行任何与上述交易具有相同经济效果的交易。在本协议规定
的禁售期届满后，投资者可根据适用法律的要求自由处置任何相关股份，惟投
资者应在出售前以书面形式通知公司、保荐人兼整体协调人和联席保荐人，并
确保任何此类出售不会在H股中制造无序或虚假市场，并遵守所有适用法律。
5.2 在任何情况下，第5.1条所载任何内容不得阻止投资者将全部或部分相关股份转
让予投资者的任何全资附属公司，但：
(a) 不少于十（10）个工作日前向公司、保荐人兼整体协调人和联席保荐人
及海通国际发出有关转让的书面通知，其中包含相关附属公司的身份
（包括但不限于注册地、公司注册号和商业登记号）、其与投资者及其
附属公司的业务，以及公司、保荐人兼整体协调人及联席保荐人及海通
国际可能要求证明潜在受让人是投资者全资附属公司的令公司、联席保
荐人及保荐人兼整体协调人及海通国际满意的证据；
(b) 于有关转让前，该全资附属公司（向公司、保荐人兼整体协调人及联席
保荐人及海通国际并为其利益以令其满意的条款）作出书面承诺同意，
且投资者承诺促使该全资附属公司接受投资者于本协议项下的义务（包
括但不限于第5条中对投资者施加的限制）约束，视同该全资附属公司自
身承担该等义务和限制；
(c) 该全资附属公司应被视为已作出第6条所规定的相同承认、确认、声明、
承诺及保证；
(d) 投资者和该投资者全资附属公司就其持有的所有相关股份而言，应被视
作投资者，并应共同及各自承担本协议施加的所有义务和责任；
(e) 若于禁售期届满前任何时间，该全资附属公司不再属于或将不再属于投
资者的全资附属公司，其应（且投资者应促使该附属公司应）将其持有
的相关股份立即且（在任何情况下于不再属于投资者的全资附属公司之
前）完全并有效地转让予投资者或投资者另一家全资附属公司，该全资
附属公司应或经投资者督促应（向公司、保荐人兼整体协调人及联席保
荐人及海通国际并为其利益以令其满意的条款）作出书面承诺，同意受
投资者于本协议项下义务（包括但不限于本第5条中对投资者施加的限制）
的约束，并作出本协议下的相同承认、确认、声明、承诺及保证，视同
该全资附属公司自身承担该等义务和限制并且应连带承担本协议所施加
的全部责任及义务；及
(f) 该全资附属公司为 (i) 不是且将不会是美国人士，亦非受美国人士委托或
为美国人士利益购买相关股份；(i) 位于及将会位于美国境外，及(i) 依
据S条例收购离岸交易中的相关股份。
5.3 投资者同意并承诺，除经公司、保荐人兼整体协调人和联席保荐人及海通国际
事先书面同意外，投资者及其紧密联系人于公司全部已发行股本中（直接和间
接）持有的总持股量应一直低于公司全部已发行股本的10%（或者上市规则所
不时规定的用于定义“大股东”的其他百分比）且投资者及其密切联系人（定义
见上市规则）不会成为公司所指的核心关连人士。此外，投资者及其密切联系
人（定义见上市规则）在公司已发行股本总额中的合计（直接及间接）不应导
致持有公司证券股本的公众人士（根据《上市规则》的规定及(如适用)联交所
的豁免，包括但不限于《上市规则》第8.08条）（被第 19A.13A条修订并取代）
低于《上市规则》第8.08条（被第 19A.13A条修订并取代）所规定的百分比或
联交所可能批准并适用于公司的其他百分比。投资者同意，如果公司注意到上
述任何情况，将书面通知公司、联席保荐人和保荐人兼整体协调人。
5.4 投资者同意，投资者持有公司股本为以自营投资为基础，并同意经公司、保荐
人兼整体协调人及/或联席保荐人及海通国际提出合理要求后向公司、保荐人兼
整体协调人及联席保荐人及海通国际提供合理证明，表明投资者持有公司股本
是以自营投资为基础。投资者不得，且应促使其控股东、联系人及其各自实
益拥有人不得在全球发售中通过簿记建档程序提出H股（投资者股份除外）申
请或买卖指示或在香港公开发售中提出H股申请。
5.5 投资者及其联属公司、董事、监事、高级管理人员、雇员、联系人或代理不得
与公司、公司的控股东、任何其他集团成员或其各自联属公司、董事、监事、
高级管理人员、雇员或代理签订不符合或违反上市规则（包括上市指南第4.15
章或由香港监管机构颁布的书面指引）的任何安排或协议（包括但不限于任何
补充条款）。投资者进一步确认并承诺，其自身或其各自的联属公司、董事、
监事、高级管理人员、雇员、联系人或代理均未曾签订或将签订该等安排或协
议。
5.6 投资者将在未获得外部融资的情况下使用内部资源为其认购投资者股份提供资
金。
6.
确认、声明、承诺和保证
6.1 投资者向公司、保荐人兼整体协调人及联席保荐人及海通国际承认、同意和确
认：
(a) 公司、各保荐人兼整体协调人、各联席保荐人及海通国际及其他各整体
协调人分别及其各自的联属公司、董事、监事、高级管理人员、雇员、
代理、顾问、联系人、合伙人及代表未作出任何声明、保证或者承诺或
担保，全球发售将（于任何特定期间内）进行或完成或发售价将在公开
文件规定的指示性范围内，并且倘若全球发售因任何原因延迟、未能进
行或完成，或若发售价不在公开文件规定的指标范围内，上述人士概不
对投资者承担任何形式的责任。投资者特此放弃因全球发售因任何原因
延迟或未按预期日期和时间完成或未能完成，或如果发售价不在公开文
件规定的指示性范围内，对公司、保荐人兼整体协调人及联席保荐人及
其各自的联属公司任何索赔或诉讼的权利（如有）；
(b) 公开文件和全球发售的其他销售和路演材料须披露本协议及投资者背景
资料以及本协议项下拟进行的双方之间关系和安排，而公开文件和有关
其他销售和路演材料和公告将提述投资者，针对全球发售或在其他情况
下根据公司（清盘及杂项条文）条例和上市规则，本协议将尤其作为一
份重大合约，并须送交香港监管机构存档并于公司及联交所网站展示；
(c) 根据上市规则须向联交所提交或须在FINI上提交的有关投资者的资料将
按需要与本公司、联交所、证监会及该等其他监管机构分享，并将纳入
综合承配人名单并在 FINI 上向保荐人兼整体协调人披露；
(d) 发售价将仅根据相关承销协议及定价协议下的全球发售的条款和条件予
以确定，且投资者将无权对此提出任何反对；
(e) 投资者股份将由投资者通过保荐人兼整体协调人、海通国际及/或其各自
的联属公司以国际发售的国际承销商的国际代表的身份认购；
(f) 投资者将接受限于公司组织章程或公司其他组织或章程文件、本协议
及任何适用法律的条款及条件的投资者股份；
(g) 投资者并非公司的现有股东、关连人士或联属公司，亦不代表上述任何
人士行事;
(h) 投资者股份的数量可能会受到上市规则第18项应用指引、上市指南第
4.14章、上市规则附录F1所载配售指南的要求或联交所不时批准且适用
于公司的其他该等比例的影响而在国际配售和香港公开发售之间重新分
配;
(i) 在本协议签订时或其前后或在此后但在国际发售交割前的任何时候，公
司、保荐人兼整体协调人、整体协调人及/或联席保荐人及海通国际与一
名或多名其他投资者已订立或可能及/或建议订立类似的投资协议，作为
国际发售的一部分；
(j) 公司、保荐人兼整体协调人、整体协调人及联席保荐人、海通国际或彼
等各自的任何附属公司、代理人、董事、监事、雇员或联属公司或参与
全球发售的任何其他方均不对任何税务、法律、货币或其他经济或其他
方面承担任何责任。 认购和/或收购投资者股份或与投资者股份的任何交
易相关的后果；
(k) 投资者股份尚未且不会根据证券法或美国任何州或其他司法管辖区的证
券法规予以登记且不得被发售、转售、质押或以其他方式在美国直接或
间接向美国人士或以任何美国人士之名义或为其利益转让，除非根据有
效的登记声明或豁免于证券法登记要求或交易无需遵守证券法登记要求，
也不得在任何其他司法管辖区或者以该等其他司法管辖区的任何人的名
义或为其利益而进行转让，除非获得该等其他司法管辖区的适用法律许
可；
(l) 投资者理解并同意投资者股份仅可 (A) 根据144规则或根据证券法项下其
他适用的豁免要求在美国境内进行转让；或 (B) 在“离岸交易”（定义见S
条例）中在美国境外按照S条例以及在各情况下根据美国任何州及任何
其他司法管辖区的适用证券法进行转让，任何代表投资者股份的任何股
票须附有大致包含上述意思的说明；
(m) 投资者理解，公司、保荐人兼整体协调人、联席保荐人、海通国际或任
何国际发售的国际承销商，针对证券法144A规则或证券法项下的任何其
他豁免规定是否适用于其后再发售、转售、抵押或转让投资者股份，概
无发表任何声明；
(n) 除第5.2条规定外，在附属公司持有任何投资者股份的情况下，只要该附
属公司在禁售期内持续持有任何投资者股份，则投资者需要促使该附属
公司保持投资者的全资附属公司的身份并继续坚持遵守本协议项下条款
及条件；
(o) 投资者已收到（及日后可能收到）的资料可能构成有关投资者投资（或
持有）投资者股份的重大非公开信息及/或内幕消息（如证券及期货条例
所界定），且其将 (i) 除了出于评价其于投资者股份之投资的惟一目的或
据法律要求而基于严格须知的标准向其联属公司、附属公司、董事、监
事、高级管理人员、雇员、顾问及代表（“授权接收者”）之外，其不会
向其他人披露该等信息，直至这些信息成为公开信息（非因投资者或其
任何授权接收者过错的情况下）；(i) 且投资者尽其最大努力确保其授权
接收者（根据本6.1(o)条向其披露该等信息的人），除却基于严格须知的
标准向其他授权接收者披露以外，不会向其他任何人披露该等信息；及
(i) 不会且将确保其授权接收者（根据本6.1(o)条向其披露该等信息的人）
不会，以可能违反有关该交易的美国、香港、中国或者任何其他适用司
法管辖区证券法（包括内幕交易规定）的方式直接或者间接购买、销售
或交易或以其他方式买卖公司或其联属公司或联系人的H股或者其他证
券或衍生品；
(p) 本协议、招股章程初稿及初步发售通函初稿所载的以保密方式提供予投
资者及/或其代表的信息以及可能已经以保密方式提供予投资者及/或其代
表的任何其他材料（无论口头或书面）不得复制、披露、发送或传播给
任何其他人，且据此提供的信息和材料可能会变动、更新、修订及完成，
且投资者不应依赖该等材料确定是否投资投资者股份。为避免疑义：
(i) 招股章程初稿、初步发售通函初稿或可能已提供予投资者及/或其
代表的任何其他资料，在禁止该等要约、招揽或销售的司法管辖
区内，均不构成收购、购买或者认购任何证券的邀请或要约或招
揽，以及招股章程初稿或初步发售通函初稿所载任何内容或提供
予投资者及/或其代表的任何其他材料（无论口头或书面）均不构
成任何性质合约或承诺的基础；
(i) 不得基于初步发售通函初稿或招股章程初稿或可能已提供予投资
者及/或其代表的任何其他材料（无论口头或书面）作出或接收有
关认购、收购或购买任何H股或其他证券的要约或邀请；及
(i) 初步发售通函初稿或招股章程初稿或任何其他可能已提供（无论
以书面或口头方式）给投资者的任何其他资料，可能须在订立本
协议后进一步修订，且投资者不应依赖该等资料决定是否投资投
资者股份，且投资者在此同意该等修订（如有）并放弃其有关修
订（如有）的权利；
(q) 本协议共同或分别均不构成在美国或者任何其他认定该等要约为非法的
司法管辖区作出的证券销售的要约；
(r) 其已获提供其认为评估认购投资者股份利益和风险的所有必要或需要的
资料，并且已获得提问机会并得到了公司、保荐人兼整体协调人或联席
保荐人或海通国际关于公司、投资者股份或其认为评估认购投资者股份
利益和风险的所有必要或需要的其他有关事项的答复，而且公司已向投
资者或其代理提供了投资者或其代表要求的、与投资投资者股份有关的
所有文件和信息；
(s) 在作出投资决策时，投资者依赖于及仅将依赖公司发出的国际发售通函
所提供的信息，而非依赖公司或代表公司、保荐人兼整体协调人及/或联
席保荐人或海通国际（包括其各自的董事、监事、高级管理人员、雇员、
顾问、代理、代表、联系人、合伙人和联属公司）在本协议日期当日或
之前向投资者提供的任何其他信息，并且公司、保荐人兼整体协调人、
联席保荐人、海通国际及其他整体协调人和其各自的董事、监事、高级
管理人员、雇员、顾问、代理、代表、联系人、合伙人及联属公司对未
包含在国际发售通函中任何该等信息或资料的准确性或完整性概不作出
任何声明、保证或承诺，并且因投资者或其各自的董事、监事、高级管
理人员、雇员、顾问、代理、代表、联系人、合伙人及联属公司使用或
依赖国际发售通函中未包含的任何信息或资料或者因国际发售通函中未
包含任何信息，公司、保荐人兼整体协调人、联席保荐人、海通国际及
其他整体协调人和其各自的董事、监事、高级管理人员、雇员、顾问、
代理、代表、联系人、合伙人及联属公司概不对投资者或其各自的董事、
监事、高级管理人员、雇员、顾问、代理、代表、联系人、合伙人及联
属公司承担任何责任；
(t) 任何保荐人兼整体协调人、联席保荐人、海通国际、资本市场中介、其
它承销商及其各自的董事、监事、高级管理人员、雇员、附属公司、代
理、联系人、联属公司、代表、合伙人及顾问概无就投资者股份是否可
取、投资者股份认购、购买或发售，或就公司或其附属公司业务、经营、
前景、财务或其他方面的状况，或就与前述事宜有关的任何其他事项对
投资者作出任何保证、声明或者推荐；且除最终国际发售通函规定者外，
公司及其董事、监事、高级管理人员、员工、附属公司、代理、联系人、
联属公司、代表及顾问概无就投资者股份是否可取、投资者股份认购、
购买或发售，或就公司或其附属公司业务、经营、前景、财务或其他方
面的状况或就与前述事宜有关的任何其他事项对投资者作出任何保证、
声明或者推荐；
(u) 如投资者为或（直接或间接）将为相关股份实益拥有人或公司招股章程
显示投资者为相关股份实益拥有人，其在（直接或间接）处置该任何相
关股份时，将遵守本协议、上市规则或任何适用法律项下不时适用的所
有限制（如有）；
(v) 其已就公司及其附属公司及投资者股份及本协议中的投资者股份认购条
款自行作出调查，并就有关投资者股份的投资及其对投资者的合适性取
得其认为必要或适当或其他满足其自身（包括税务、监管、财务、会计、
法律、货币和其他方面）考量的（包括税务、监管、财务、会计、法律、
货币和其他方面）独立意见，并尚未依赖且将无权依赖就全球发售而由
或代表公司或任何保荐人兼整体协调人、联席保荐人、海通国际、其他
整体协调人、资本市场中介或承销商获得或进行（视情况而定）的任何
（包括税务、监管、财务、会计、法律、货币和其他方面的）意见、尽
职调查审查或调查或其他建议或支持，并且公司、保荐人兼整体协调人、
联席保荐人、海通国际、其他整体协调人、或其各自的联系人、联属公
司、董事、监事、高级管理人员、雇员、顾问或代表，或全球发售涉及
的任何其他方，对投资者股份认购的或关于投资者股份买卖的任何税务、
监管、财务、会计、法律、货币或其他经济或其他后果，概不承担任何
责任；
(w) 投资者理解目前就投资者股份并无公开市场存在且公司、保荐人兼整体
协调人、联席保荐人、海通国际、其他整体协调人、其各自的附属公司、
联属公司、董事、监事、高级管理人员、雇员、代理、顾问、联系人、
合伙人及代表或全球发售涉及的任何其他方不保证将会有投资者股份的
公开或活跃市场存在；
(x) 若全球发售延迟或终止或因任何原因未能完成，公司、保荐人兼整体协
调人、联席保荐人、海通国际、其他整体协调人或者其各自的任何联系
人、联属公司、董事、监事、高级管理人员、雇员、顾问、代理或代表
对投资者或其附属公司概不存在任何责任；
(y) 公司及保荐人兼整体协调人将有绝对酌情权改变或调整：(i) 全球发售下
发行的H股数量；及 (i) 香港公开发售及国际发售各自的H股数量；
(z) 投资者已同意，于不晚于上市日期前一个营业日下午5:30之前支付总投
资额及相关佣金和征费；
(a) 公司及保荐人兼整体协调人可以全权及绝对的权力酌情决定调整投资者
H股数目的分配，以符合上市规则的规定，包括 (1)第8.08(3)条（该条订
明，于上市日期公众持股中最多50%可由前三大公众股东实益拥有）；
- （被第 19A.13A条修订并取代）或联交所另行豁
免的公众持股量规定；(3) 上市规则第8.08A条（被第 19A.13C条修订并
取代）规定的最低自由流通量规定；及 (4) 上市规则第18项应用指引3.2
段所规定的须分配予配售部份的投资者 （基石投资者除外）的最低分配;
(b) 投资者未基于如下原因收购投资者股份，且投资者或任何其联属公司或
任何代其行事之人未曾且将来亦不会就投资者股份从事 (i) 任何定向销售
活动（定义见S条例），或 (i) 任何关于投资者股份的一般招揽或一般
广告（定义见证券法D条例502(c)规则）；
(c) 任何股份相关的交易须遵守适用法律，包括证券及期货条例、上市规则、
证券法及任何合资格证券交易所的任何其他适用法律下关于H股买卖的
限制；
(d) 公司将不会承认任何非按照本协议限制就相关股份进行的发售、出售、
质押或其它转让；及
(e) 投资者与公司、公司任何股东、保荐人兼整体协调人和/或联席保荐人、
海通国际及其他整体协调人之间不存在其他协议与全球发售相关的，除
本协议之外。
6.2 投资者进一步向公司、保荐人兼整体协调人及联席保荐人及海通国际作出以下
声明、保证和承诺：
(a) 其已根据其注册成立地的法律合法注册成立，并有效存在及信誉良好且
并无清算或清盘之申请、命令或生效的决议；
(b) 其具备接收及使用本协议下的信息（包括但不限于本协议、招股章程草
稿及初步发售通函草稿）的资格，并且不会违反适用于该等投资者的法
律或被要求于该等投资者所在的司法辖区注册或持有牌照；
(c) 其具备拥有、使用、租赁及经营其资产并开展其当前所开展的业务的合
法权利及授权；
(d) 其拥有签署和交付本协议，订立和执行本协议规定的交易并履行本协议
项下的义务要求的全部权力、授权和能力，并已采取一切行动（包括获
得所有任何政府和监管机构或第三方的必要同意、批准和授权），因此，
除第3.1条规定的条件外，其履行本协议项下的义务不受限于任何政府和
监管机构或第三方的任何同意、批准和授权；
(e) 本协议已经由投资者正式授权、执行和交付，并构成根据本协议条款可
对投资者强制执行的合法、有效和具有约束力的义务；
(f) 其已采取，及在本协议期间将采取所有必要行动，履行其在本协议项下
的义务并使本协议和本协议拟进行的交易生效，并遵守所有相关法律；
(g) 根据适用于投资者的任何相关法律以及投资者在本协议项下认购投资者
股份方面需要获得的所有同意、批准、授权、许可和注册（“批准”）均
已获得且具有完全效力且所有批准均不受任何未满足或履行的先决条件
约束；所有批准未被无效化、收回、撤回或搁置以及截至本协议签署之
日，所有批准尚未被无效化、收回、撤回或搁置，投资者也不知悉任何
可能导致批准被无效化、收回、撤回或搁置的事实或情况。 投资者进一
步同意并承诺，如果任何批准因任何原因被无效化、收回、撤回或搁置
或不再完全有效，将立即通知公司、保荐人兼整体协调人和联席保荐人
及海通国际；
(h) 投资者签署及交付本协议、投资者履行本协议、投资者股份的认购以及
接受交付投资者股份不会违反或导致投资者违反：(i) 投资者的公司组织
章程大纲及其细则或其他组织或章程文件或 (i) 投资者就本协议拟进行的
交易须遵守的任何司法管辖区的法律或就认购投资者股份在其他情况下
可能对投资者适用的法律或 (i) 对投资者具有约束力的任何协议或其他
文件或 (iv) 对该投资者有管辖权的任何政府机构的判决、命令或判令；
(i) 其已遵守且将遵守所有与认购投资者股份有关的具有管辖权地区的所有
适用法律，包括直接或间接通过公司、保荐人兼整体协调人及/或联席保
荐人及海通国际，按联交所、上交所、证监会、中国证监会及/或其他政
府、公共、货币或监管机构或部门和证券交易所（统称“监管机构”）的
要求及时间范围内，向该等监管机构提供或促成或促使提供适用法律或
该等监管机构不时要求的信息并接受且同意披露该等信息（包括但不限
于，(i) 投资者及其最终实益拥有人及/或最终负责提供有关投资者股份认
购指示的人士的身份信息（包括但不限于其各自的名称和注册地点）；
(i)本协议项下拟进行的交易（包括但不限于认购投资者股份的详情、投
资者股份数量、总投资额以及本协议项下的禁售限制）； (i)涉及投资
者股份的任何掉期安排或其他金融或投资产品及其详细信息（包括但不
限于认购者及其最终受益所有人以及该掉期安排或其他金融或投资产品
的提供者的身份信息） ）； 及/或(iv)投资者或其实益拥有人和联系人与
公司及其任何股东之间的任何关联关系（统称为“投资者相关信息”）。
投资者进一步授权公司、保荐人兼整体协调人、联席保荐人、海通国际
或其各自联属公司、董事、高级管理人员、员工、顾问及代表按监管机
构的要求向监管机构披露投资者相关信息及/或按上市规则或适用法律要
求或按任何相关监管机构要求在任何公开文件或其他公告或文件中进行
披露；
(j) 投资者各自在金融和业务方面拥有下列相关知识和经验：(i) 其能够评估
对投资者股份的潜在投资的利益和风险；(i) 其能够承担该投资的经济风
险，包括其对投资者股份投资造成的全盘损失；(i) 其已收到其认为对
决定是否投资投资者股份而言必要或适当的全部资料；及 (iv) 其在投资
类似发展阶段的公司的证券交易方面拥有丰富经验；
(k) 其正常业务为购买或销售股份或公司债券或其为一名专业投资者。签订
本协议，其就协议包含的交易而言，并非任何保荐人兼整体协调人、海
通国际、资本市场中介或联席保荐人的客户；
(l) 投资者基于专有投资以其自己名义认购投资者股份，作投资目的，而非
旨在分派由其根据本协议认购的任何投资者股份，该投资者无权提名任
何人成为公司的董事、监事或高级管理人员；
(m) 其在美国境外在S条例所定义的“离岸交易”中认购投资者股份，且其并
非美国人士；
(n) 投资者认购投资者股份的交易根据证券法豁免或无须遵守注册要求；
(o) 投资者及其实益拥有人及/或联系人 (i) 为独立于公司的第三方；及 (i) 非
为公司的关连人士（定义见上市规则）或其联系人，且投资者认购投资
者股份不应构成一项“关连交易”（定义见上市规则）且亦不会导致投资
者及/或其实益拥有人成为公司的一名关连人士（定义见上市规则），无
论投资者与可能签订（或已签订）本协议所述的任何其他协议的任何其
他方之间有任何关系，并紧随交割后就公司控制权将独立于任何关连人
士并不与任何关连人士一致行动（定义见证监会颁布的《公司收购、合
并及股份回购守则》）；(i) 有足够的财务能力满足本协议项下的所有
义务；(iv)未直接或间接受(a)公司的任何核心关连人士（定义见上市规
则）或(b)公司、公司的任何董事、最高行政人员、控股东、主要股东
或现有股东或公司的任何附属公司，或其各自的任何紧密联系人（定义
见上市规则）的资助、资金或支持，其就公司证券的收购、出售、投票
或任何其他处置并非惯常接受且并未接受彼等人士的指示；及(v)除非已
向公司、联席保荐人及保荐人兼整体协调人、海通国际另行书面披露，
否则与公司或其任何股东不存在关联关系；
(p) 投资者将使用自有资金认购投资者股份，并且其尚未且不打算获得贷款
或其他形式的融资来履行其在本协议项下的付款义务；
(q) 投资者、其实益拥有人及/或联系人均非任何全球发售的保荐人兼整体协
调人、联席保荐人、海通国际、簿记管理人、牵头经办人、资本市场中
介、全球发售的承销商、牵头经纪或任何分销商的“关连客户”，且不属
于上市规则附录F1（《股本证券的配售指引》）所述人士类别。“关连
客户”、“牵头经纪”和“分销商”均具有上市规则附录F1（股本证券的配售
指引）所赋予的含义；
(r) 投资者账户并非由相关交易所参与者（定义见上市规则）按照全权委托
管理投资组合协议管理。“全权委托管理投资组合”一词应具有上市规则
附录F1（股本证券的配售指引）所赋予的含义；
(s) 投资者、投资者的实益拥有人或其各自的联系人均非公司董事（包括过
去12个月内担任董事）、监事或公司现有股东或其联系人或上述任何人
士的提名人；
(t) 除先前书面通知联席保荐人、保荐人兼整体协调人、海通国际外，投资
者或其实益拥有人均不属于 (a) 联交所的FINI 承配人名单模板中所载或
须在FINI界面或按上市规则有关承配人的信息的要求所须披露之的任何
承配人类别（“基石投资者”除外）；或 (b) 根据上市规则（包括上市规则
第12.08A条）须在公司的配发结果公告中注明的任何承配人类别；
(u) 投资者尚未与且将不会与任何“分销商”（定义见S条例）就分销H股订
立任何合约安排，除非与其联属公司订立合约，或事先获得公司书面同
意；
(v) 投资者股份的认购将遵守上市规则附录F1（股本证券的配售指引）及上
市指南第4.15章及证监会发出的指引，且不会存在任何会导致公司、联
席保荐人及/或保荐人兼整体协调人、海通国际及其他整体协调人违反该
等条文的行为；
(w) 投资者或其任何联属公司、董事、监事、高级管理人员、雇员、代理或
代表，均未通过补充条款或其他方式接受公司、任何集团成员或其各自
的联属公司、董事、监事、高级管理人员、雇员、代理或代表在全球发
售中提供的任何直接或间接利益或者签订关于上述事项的任何协议或安
排，或者以其他方式从事不符合或违反上市指南第4.15章的任何行为或
活动；
(x) 投资者、其各自实益拥有人及/或联系人均不可使用由公司、其附属公司
或公司的关连人士、任何一位保荐人兼整体协调人、联席保荐人，或由
全球发售的任何一位承销商或资本市场中介（直接或间接）进行的融资
认购本协议项下的投资者股份；投资者及其各个联系人（如有）独立于
且与已参与或将参与全球发售的其他投资者及其任何联系人均无关联；
(y) 投资者或其附属公司、董事、监事、高级管理人员、雇员或代理人与公
司、公司的控股东或集团任何成员及其各自的附属公司、董事、监事、
高级管理人员、雇员和代理人之间概无订立任何与上市规则（包括上市
指南第4.15章）不一致的协议或安排，包括任何附函；
(z) 除本协议规定的情况外，投资者尚未与任何政府机构或任何第三方就任
何投资者股份达成任何安排、协议或承诺；
(a) 除之前以书面形式向公司、联席保荐人及保荐人兼整体协调人、海通国
际披露的情况外，投资者、其实益拥有人及/或联系人尚未达成也不会达
成任何掉期安排或其他涉及投资者股份的金融或投资产品；
(b) 除根据本协议外，投资者或其任何控股东、联系人及其各自的实益所
有人均未就全球发售项下的任何H股提出申请或通过累计投标询价程序
下订单；及
(c) 投资者及其紧密联系人（定义见上市规则）于公司全部已发行股本中持
有的总持股量（直接或间接）不得导致公众人士（定义见上市规则）持
有公司的总证券量低于上市规则要求的比例或联交所批准的其他比例。
6.3 投资者向公司、保荐人兼整体协调人及联席保荐人及海通国际声明与保证，附
表二所载有关其自身及其作为一家成员公司的集团公司的说明及所有向监管机
构及/或公司、联席保荐人、保荐人兼整体协调人及海通国际及其各自的联属人
提供或按前述人士要求提供的投资者相关信息在所有方面均属真实、完整、准
确并不存在误导。在不影响第6.1(b)条规定的情况下，投资者不可撤销地同意将
其名称和本协议（包括附表二所载）的全部或部分说明提及并载入全球发售的
公开文件、销售及路演材料，及（只要公司、保荐人兼整体协调人及联席保荐
人或海通国际全权认为需要）由公司、保荐人兼整体协调人及/或联席保荐人或
海通国际可能发布或代表其发布的该类其他公告或公示文件。投资者承诺尽快
提供与其本身、其所有权（包括最终实益所有权）及/或公司、保荐人兼整体协
调人或联席保荐人或海通国际可能合理要求的有关的其他资料及/或证明文件，
以确保其遵守适用法律及/或公司或证券登记及/或主管的监管机构（包括联交所、
证监会和中国证监会）的要求。
6.4 投资者在此同意，在审查公开文件初稿及不时提供给投资者的关于全球发售的
其他销售材料中对其自身及其作为一家成员公司的集团公司的说明，并根据投
资者合理要求（如有）加以修改之后，投资者应被视为保证对其自身与其作为
一家成员公司的公司集团的相关说明在所有方面均属真实、准确、完整且不存
在误导，并同意，如果其中的任何保证、承诺、陈述或确认不再准确和完整，
或在任何方面产生误导，将立即以书面形式通知公司、保荐人兼整体协调人和
联席保荐人及海通国际。
6.5 投资者理解，第6.1和6.2条中的保证、承诺、声明、同意、确认及承认应根据
（其中包括）香港法律及美国证券法的要求作出。投资者确认，公司、保荐人
兼整体协调人、联席保荐人、海通国际、其他整体协调人、资本市场中介、承
销商及其各自的附属公司、代理、联属公司和顾问、以及其他人士将依赖第6.1
和6.2条所载的投资者保证、承诺、声明、同意、确认及承认的真实性、完整性
和准确性，且其同意，若第6.1和6.2条中的任何保证、承诺、声明、同意、确认
及承认在任何方面不再准确或完整或存在误导，将立即书面通知公司、保荐人
兼整体协调人和联席保荐人及海通国际。
6.6 对于可能以任何方式对任何受偿方提出或提起的与投资者股份认购及其项下的
交易、投资者股份或本协议有关的（包括由投资者或各自的高级管理人员、董
事、监事、雇员、员工、联属公司、代理、代表、联系人或合伙人违反或涉嫌
违反本协议或本协议项下的任何作为或不作为或涉嫌的作为或不作为）任何及
全部损失、成本、费用、申索、行动、责任、法律程序或损害赔偿以及受偿方
可能就因前述各项提起的或由前述各项引起的与之有关的任何申索、行动或法
律程序或在该等申索、行动或法律程序的争议或抗辩中蒙受或招致的任何及所
有成本、费用、损失或开支，投资者同意并承诺投资者将按要求向公司、保荐
人兼整体协调人、联席保荐人、海通国际、其他整体协调人、资本市场中介及
全球发售的承销商，各自为其自身以及受托为其各自的联属公司，任何在证券
法意义上对其有控制权的人，及其各自的高级管理人、董事、监事、雇员、员
工、联系人、合伙人、代理和代表（合称为“受偿方”）作出全额及有效的补偿，
并保证他们不承担任何责任（按照税后标准）。在所有情况下，本第6.6条在本
协议终止后继续有效。在任何情况下，本协议第 6.6 条的规定在本协议终止后仍
然有效。
6.7 投资者根据第6.1条、第6.2条、第6.3条、第6.4条、第6.5条及第6.6条（视乎情
况而定）作出的承认、确认、声明、保证和承诺应被理解为单独的承认、确认、
声明、保证或承诺，且应被视为于上市日期及（若适用）延迟交付日期重复作
出，并在本协议签署和履行后以及全球发售交割后继续有效。
6.8 公司声明、保证并承诺：
(a) 公司是按照其成立地法律正式成立和有效存续的企业；
(b) 公司拥有充分权力、授权和能力订立本协议和履行其于本协议项下的义
务，并已采取所需的一切行动；
(c) 受限于第4.2条规定的付款及第5.1条规定的禁止期限，当投资者股份根
据第4.4条交付予投资者时应为全额缴足股款、自由转让并不设有任何购
股权、留置、押记、按揭、抵押、申索、衡平权益、产权负担和其他第
三方权利，并与当时发行和将于联交所上市的H股享有同等权益；
(d) 公司及其控股东（定义见上市规则）、集团任何成员公司及其各自的
联属公司、董事、监事、高级管理人员、雇员和代理并无与投资者或其
联属公司、董事、监事、高级管理人员、雇员或代理订立任何协议或安
排（包括任何不符合上市规则（包括上市指南第4.15章）的补充条款）；
及
(e) 除本协议规定外，公司或集团任何成员公司或其各自的任何联属公司、
董事、监事、高级管理人员、雇员或代理均未就任何投资者股份与任何
政府机构或任何第三方达成任何安排、协议或承诺 。
6.9 公司承认、确认并同意，投资者将依赖国际发售通函所载资料，且投资者与在
国际发售中购买H股的其他投资者就国际发售通函享有相同的权利。
7.
终止
7.1 本协议可在下列情况下终止：
(a) 根据第3.2或4.6或4.7条终止本协议；
(b) 如投资者或投资者之全资附属公司(如投资者股份已根据上述第5.2条转
让)在国际发售交割之日或延迟交付日期（如适用）当日或之前严重违反
本协议（包括严重违反投资者在本协议项下的声明、保证、承诺和确
认），（尽管有任何与本协议相反的规定），仅公司或各保荐人兼整体
协调人和联席保荐人及海通国际可终止本协议；或
(c) 经所有各方书面同意终止本协议。
7.2 在不影响第7.3条的情况下，如本协议按照第7.1条终止，各方无义务继续履行
其各自在本协议项下的义务（下文第8.1条规定的保密义务除外），在不影响在
该终止时或之前任何一方就本协议条款已对其他方产生的权利或责任的情况下，
各方在本协议项下的权利和责任（第6.6条及第11条规定的权利和责任除外）应
终止，任何一方不得向任何其他各方提出任何申索。
7.3 尽管本协议终止，第6.6条、投资者提供的赔偿和本协议中的相关条款，以及第
9.1条、第11条、第12条、第13条及第14条仍然有效。
8.
公布和保密
8.1 除本协议及投资者签订的保密承诺另有规定外，未经其他各方事先书面同意，
任何一方不得披露与本协议、本协议拟进行的交易或涉及公司、保荐人兼整体
协调人、联席保荐人及海通国际和投资者的任何其他安排有关的资料。但是，
尽管有上述规定，任何一方可在下列情况下就本协议作出披露：
(a) 本协议可向联交所、证监会、中国证监会及/或对公司、保荐人兼整体协
调人及/或联席保荐人及海通国际有监管权的任何其他监管机构披露，投
资者背景以及公司和投资者之间的关系可在公司将发出或代表其发出的
公开文件以及公司、保荐人兼整体协调人及/或联席保荐人及海通国际就
全球发售将发出或代表其发出的销售、路演材料及其他公告中说明；
(b) 本协议可向各方的法律和财务顾问、审计师、其它顾问、联属公司、联
系人、董事、监事、高级管理人员及相关雇员、代表及代理披露，但仅
限于上述人员需要知道的范围内，但该方应 (i) 促使该方的该等法律、财
务及其他顾问、联属公司、联系人、董事、监事、高级管理人员及相关
雇员、代表及代理均获悉并遵守本协议所载的所有保密义务，及 (i) 就该
方的该等法律、财务及其他顾问、联属公司、联系人、董事、监事、高
级管理人员及相关雇员、代表及代理违反保密义务而承担责任；及
(c) 任何一方按任何适用法律、对该方有管辖权的任何政府机构或组织（包
括联交所、证监会及中国证监会）、证券交易所规则（包括根据公司
（清盘及杂项条文）条例和上市规则将本协议作为重大合约送交香港公
司注册处登记并提供本协议作为展示文件）或任何主管政府机构的任何
具有约束力的判决、命令或要求的规定可以其他方式作出披露。
8.2 投资者不得就本协议或任何本协议相关事宜作出其他提及或披露，除非投资者
已就该等披露的原则、形式及内容事先征求公司、保荐人兼整体协调人及联席
保荐人及海通国际的事先书面同意。
8.3 公司应尽合理努力于发布前提供任何在公开文件中有关本协议、公司和投资者
之间的关系和关于投资者的基本背景资料，供投资者审阅。投资者均应配合公
司、保荐人兼整体协调人及联席保荐人及海通国际，以确保该等公开文件提及
的内容系属真实、完整、准确且不存在误导，且没有在公开文件中省略重要信
息，并及时向公司、保荐人兼整体协调人和联席保荐人及海通国际及其各自的
律师提出意见并提供验证文件。
8.4 投资者承诺，就第8.1条所述任何披露的准备，及时提供合理所需的全部协助
（包括提供公司、保荐人兼整体协调人或联席保荐人或海通国际合理要求的与
其本身、其所有权（包括最终实益所有权及与公司的关系）、及/或在其他方面
与本协议提及事项相关的进一步信息及/或支持文件），以 (i) 在本协议日期后更
新公开文件中的有关投资者的描述并验证该等提及内容，并 (i) 使公司、保荐人
兼整体协调人及联席保荐人或海通国际遵守适用的公司或证券登记规定及/或主
管监管机构（包括联交所、证监会、中国证监会）提出的要求。
9.
通知
9.1 所有本协议项下的通知均应以英文或中文书面形式作出，并以第9.2条规定的方
式送达至以下地址：
若送达公司：
地址： 上海市闵行区申长路虹桥绿谷B幢309室
邮件： liuliting@sic.c
收件人： 刘丽婷
若送达投资者：
地址： 深圳市南山区高新南区科技南十路6号深圳航天科技创新
研究院大厦D座1010-1011
邮件： wang@szhitech.com
收件人： 王刚
若送达中金：
地址： 香港中环港景街1号国际金融中心第一期29楼
邮件： IB_PJ_216@cic.com.cn
收件人： Project 216 deal team
若送达中信证券：
地址： 香港皇后大道88号太古广场一座18层
邮件： project_216@clsa.com
收件人： 中信里昂 Project 216 团队
若送达中信里昂：
地址： 香港皇后大道88号太古广场一座18层
邮件： project_216@clsa.com
收件人： 中信里昂 Project 216 团队
若送达海通国际：
地址： 香港德辅道中189号李宝椿大厦22楼
邮件： project.216@htisec.com
收件人： Project 216 deal team
9.2 本协议项下的任何通知均应由专人送递或电子邮件或以传真（如适用）或邮寄
（预付邮资）形式发送。任何通知通过专人送递的，视为在交付时送达；以传
真形式发送的，视为在收到传送确认书时送达；以电子邮件发送，如发件人传
送后未收到电子邮件未送达的消息；以预付邮资邮寄方式寄送的，在无证据表
明提早收到时，视为在寄出后48小时（若为航空邮寄则寄出后六天）送达。任
何通知在非营业日送达的应视为在该日期之后的下一个营业日送达。
10.
一般条款
10.1 各方均确认并声明，本协议已由其正式授权、签署并交付，并构成其合法、有
效且具有约束力的义务，并按照协议条款具有强制执行力。除公司就实施全球
发售可能要求的有关同意、批准和授权外，各方在履行各自在本协议项下的义
务时均无需取得其公司、股东或其他同意、批准或授权。各方均进一步确认其
能够履行本协议项下的责任。
10.2 除明显错误，公司、保荐人兼整体协调人及联席保荐人真诚地就投资者股份数
目和发售价及投资者根据本协议第4.2条需支付的金额所作的计算和确定，就本
协议而言，应为有决定性和约束力。
10.3 本协议规定的联席保荐人及保荐人兼整体协调人及海通国际的责任为个别的
（而非共同，或共同连带）责任。联席保荐人或保荐人兼整体协调人或海通国
际均不因任何其他联席保荐人或保荐人兼整体协调人或海通国际未履行其在本
协议项下的各自责任而承担法律责任，且该等未履行不应影响任何其他联席保
荐人或保荐人兼整体协调人或海通国际强制执行本协议条款的权利。尽管有上
述规定，在适用法律允许的范围内，各联席保荐人及保荐人兼整体协调人及海
通国际应有权单独或与其他联席保荐人及保荐人兼整体协调人及海通国际共同
强制执行其在本协议项下任何或全部权利。
10.4 就本协议及本协议项下的交易而言或与本协议有关的需要或可能需要向第三方
发出的任何通知或第三方的任何同意及/或批准等方面，投资者、公司、保荐人
兼整体协调人及联席保荐人及海通国际应予以配合。
10.5 本协议任何变更或修改在以书面形式作出并经所有各方或其代表签字后方可生
效。为避免疑义，对本协议的任何变更或修改均无需事先通知非本协议一方的
任何人或获得其同意。
10.6 本协议将仅以中文签署。
10.7 除相关各方书面同意的情况外，各方应承担各自在本协议项下产生的法律和专
业费用、成本或开支，但本协议项下拟进行交易所产生的印花税应由有关的转
让方/卖方以及相应的受让方/买方按相同份额承担。
10.8 时间是本协议的关键，但本协议中提及的任何时间、日期或期限均可通过各方
之间共同的书面协议予以延长。
10.9 即使按照第4条完成交割，本协议所有条款在能够获履行或遵守的情况下应持续
拥有完全效力和作用，但有关当时已履行的事项除外，且除非该等条款经各方
书面同意终止。
10.10 本协议构成各方之间与投资者投资公司相关的完整协议和谅解备忘录。本协议
将取代各方此前达成的与协议标的相关所有书面或口头承诺、保证、担保、声
明、通讯、谅解备忘录和协议。
10.11 在本第10.11条中另有规定的范围内，任何非本协议一方的人无权享有任何根据
合约（第三者权利）条例强制执行本协议任何条款的权利，但这不影响第三方
在合约（第三者权利）条例外存在或可获得的权利或救济：
(a) 受偿方可如同本协议一方以相同的程度强制执行和依赖第6.6条。
(b) 各整体协调人可强制执行(i)第6 条；及(i)本协议任何其他赋予该等整体
协调人权益的条款（但应在如同其为本协议一方的相同范围内）。
(c) 本协议的终止、撤销及本协议任何条款的修改、变更或放弃无需第
10.11(a)及10.11(b)条所述之人的同意。
10.12 各保荐人兼整体协调人及各联席保荐人及海通国际均有权且在此获授权按其认
为适当的方式和条件（无论是否完成正式手续，也无需按规定就该转授向公司
或投资者事先发出通知），将其全部或任何相关权利、义务、权力和自由裁量
权转授予其一家或多家联属公司。尽管有任何上述转授，对获转授相关权利、
义务、权力及/或自由裁量权的任何联属公司的作为和不作为，该保荐人兼整体
协调人或联席保荐人根据本款仍须承担责任。
10.13 任何一方延迟或未能（全部或部分）行使或强制执行本协议或法律给予的任何
权利均不得视为放弃或豁免权利，也不得以任何方式限制该方进一步行使或强
制执行该权利或其他任何权利的能力，且单独或部分行使任何该权利或救济不
得排除其他或进一步行使该权利或救济或行使任何其他权利或救济。本协议规
定的权利、权力及救济是累积性的，并不排除任何权利、权力和救济（无论是
否依据法律或其他规定）。除非以书面形式作出并由放弃方签署，否则任何对
向对方追究违约责任的放弃均属无效，也不得暗示有该等放弃。
10.14 如任何时候，本协议任何条款在其任何方面，于任何司法管辖区的法律下，属
非法、无效或不可强制执行，不应影响或有损：
(a) 本协议任何其他条款在有关司法管辖区的合法性、有效性或可强制执行
性；或
(b) 本协议该条款或任何其他条款在任何其他司法管辖区法律下的合法性、
有效性或可强制执行性。
10.15 本协议仅对各方及其各自的继承人、执行人、管理人、继任者及被许可的受让
人具有约束力，且仅为各方及其各自的继承人、执行人、管理人、继任者和被
许可受让人的利益而适用，任何其他人均不得根据或凭借本协议取得或拥有任
何权利。除内部重组或重整外，任何一方均不得让与或转让本协议中的全部或
任何部分利益、权益或权利。本协议项下的义务不得转让。
10.16 在不损害其他各方就其蒙受的所有损失和损害向投资者提出申索的所有权利的
前提下，倘若投资者在上市日期当日或之前出现任何违反保证的行为，虽有与
本协议相反的规定，公司、保荐人兼整体协调人及联席保荐人及海通国际有权
解除本协议，且各方在本协议项下的所有义务应立即终止。
10.17 每一方均向其他方承诺，其应签署并履行，且促使他方签署并履行本协议条款
生效所需的其他文件和行动。
10.18 每一方不可撤销且无条件地同意，可以通过附加电子签名的方式签署本协议，
前提是遵守适用法律，并且所使用的方法可靠且适合于传达文件中包含的信息
的目的。
11.
管辖法律和管辖权
11.1 本协议及各方之间的关系受香港法律的管辖并据香港法律解释。
11.2 因本协议或其违约、终止或无效产生或与之有关的任何争议、争端或索赔（“争
议”）均应根据提交仲裁申请之日有效的香港国际仲裁中心机构仲裁规则通过仲
裁解决。仲裁地为香港，仲裁程序的管辖法律为香港法。应有三名仲裁员，仲
裁程序用语为英语。仲裁庭的判定和裁决是终局的，且对各方均具约束力，可
在拥有管辖权的任何法院录入并强制执行，及各方不可撤销地及无条件地放弃
任何及所有任何形式的向任何司法当局提出上诉、复核或追索的权利（只要该
等放弃可有效作出）。尽管有前述规定，各方有权于任命仲裁庭之前从具有司
法管辖权的法院寻求临时禁令救济或其他临时救济。在不影响国家法院管辖下
可获得的临时救济的情况下，仲裁庭应有充分权限授予临时救济或命令各方请
求法院修改或撤销由该法院发出的任何临时或初步救济，及作出任何一方未能
遵守仲裁庭命令的损害赔偿裁决。
12.
豁免
12.1 如果在任何司法管辖区的任何法律程序（包括但不限于仲裁程序）中，投资者
已经或可以（基于主权或皇室地位或其他理由）为其自身或其资产、财产或收
入主张对以下各项的任何豁免权：诉讼、起诉、程序或其他法律流程（包括但
不限于仲裁程序），抵销或反诉，任何法院的司法管辖权，送达程序，任何判
决、决定、裁定、命令或裁决（包括但不限于任何仲裁决）的辅助程序或协
助执行，或对任何判决、决定、裁定、命令或裁决（包括但不限于任何仲裁
决）提供任何救济或强制执行的其他诉讼、起诉或程序，或如果在任何该等程
序中可能有归因于其本身或其资产、财产或收入的任何该等豁免（无论是否主
张），则各投资者特此不可撤销且无条件地放弃并同意不就该等程序申请或主
张任何该等豁免。
13.
协议副本
13.1 本协议一式多份，由各方签署单独副本。每份副本均视为正本，但所有副本共
同构成一份相同的法律文书。通过电子邮件附件（PDF）或者传真方式发送本
协议已签署副本的签字页，应视为有效的交付方式。
何兆邦
董事总经理
附表一
附表一
投资者股份
投资者股份的数量
投资者股份的数量应等于 (1)8000万港元（HK$80,000,000）（不包括投资者将就投资
者股份支付的佣金及征费）除以 (2) 发售价，四舍五入至最接近的100 H股整笔交易单
位数量。
根据上市规则第18项应用指引第4.2(a)段、上市指南第4.14章及联交所授予的豁免
（如有），如果香港公开发售出现超额认购，投资者将在本协议项下认购的投资者股
份数量可能会受到国际发售和香港公开发售之间H股重新分配的影响。如果香港公开
发售的H股总需求符合招股章程“全球发售架构—香港公开发售—重新分配”所载的情
况，投资者股份的数量可能减少以满足香港公开发售的公众需求。
另外，联席保荐人、保荐人兼整体协调人和公司可以其唯一及绝对酌情权调整投资者
股份数目的分配，从而满足上市规则的相关要求，包括但不限于 (i) 上市规则第8.08(3)
条的要求（该条款规定，于上市日期由公众人士持有的证券中，由持股量最高的三名
公众股东实益拥有的百分比，不得超过50%）；(i) 上市规则第8.08(1)条（被第
19A.13A条修订并取代）规定的最低公众持股量要求或联交所豁免的其他要求；(i) 上
市规则第8.08A条（被第 19A.13C条修订并取代）规定的最低自由流通量规定；及 (iv)
上市规则第18项应用指引3.2段（该条款规定，全球发售最初发售的股份总数的至少
40%必须分配予配售部份的投资者（基石投资者除外）。此外，保荐人兼整体协调
人和公司可自行决定调整投资者股份数量，以遵守上市规则附录F1（股权证券的配售
指引）。
附表二
附表二
投资者详情
投资者
注册地： 中国香港
注册证编号： 53717515-000-02-25-0
营业执照号： 53717515-000-02-25-0
LEI号码： 不适用
业务地址、电话号码及联系人： 深圳市南山区高新南区科技南十路6号深
圳航天科技创新研究院大厦D座1010-
1011； 13418603266；王刚
主营业务： 智能控制器产品的研发、进出口贸易和
投资管理
最终控股东： 深圳和而泰智能控制股份有限公司
最终控股东的注册地： 深圳市南山区高新南区科技南十路6号深
圳航天科技创新研究院大厦D座10楼
1010-1011
最终控股东的营业执照号和LEI号码： 91440300715263680J
最终控股东的主营业务： 全球领先的智能控制器解决方案提供
商，业务覆盖智能控制器研发生产、汽
车电子、智能化产品及射频芯片四大核
心领域，形成 “硬件 + 软件 + 数据” 的全
链条能力
股东及股东持有的权益： 100%
投资者说明供载入招股章程： H&T Inteligent Control International Co.,
Limited (“H&T”) was incorporated in Hong
Kong with limited liability on February 8,
2011, and is principaly engaged in R&D of
inteligent controler products, import-export
trade, and investment management. H&T is
wholy owned by Shenzhen H&T Inteligent
Control Co., Ltd. (深圳和而泰智能控制股
份有限公司), a company listed on the
Shenzhen Stock Exchange (stock code:
002402.SZ).
附表二
相关投资者类别（联交所的FINI 承配人
名单模板中所载或在FINI界面须披
露）：
基石投资人
i
基石投资协议
年
月
日
山东天岳先进科技股份有限公司
兰坤
中国际金融香港证券有限公司
中信证券（香港）有限公司
中信里昂证券有限公司
i
目录
条款 页码
1. 定义和解释. 1
2. 投资. 6
3. 交割前提条件. 7
4. 交割. 8
5. 投资者限制. 9
- 、声明、承诺和保证. 11
7. 终止. 20
8. 公布和保密. 20
9. 通知. 21
10. 一般条款. 22
11. 管辖法律和管辖权. 24
12. 豁免. 24
13. 法律程序文件代理人. 25
14. 协议副本. 25
附表一 投资者股份. I
附表二 投资者详情. I
本协议（本“协议”）于2025年8月7日签订：
各方当事人如下:
(1)
山东天岳先进科技股份有限公司，一家在中国成立的股份有限公司，其注册办
事处位于中国山东省济南市槐荫区天岳南路99号（“公司”）
；
(2)
兰坤，居民身份证号422429197812038255（“投资者”）；
(3)
中国际金融香港证券有限公司，地址为：香港中环港景街1号国际金融中心
第一期29楼（“中金”）；
(4)
中信证券（香港）有限公司，地址为：香港皇后大道88号太古广场一座18层
（“中信证券”）；
(5)
中信里昂证券有限公司，地址为：香港皇后大道88号太古广场一座18层（“中
信里昂”）
（中金和中信证券合称及各自为“联席保荐人”，中金和中信里昂合称及各自为
“保荐人兼整体协调人”）
鉴于：
(A)
公司已提交以全球发售的方式（“全球发售”）将其H股（定义见下文）在联交
所（定义见下文）上市的申请，其中包括：
(i) 公司公开发售4,774,600H股（定义见下文）供香港公众人士认购（“香港
公开发售”）；和
(i) 公司依据证券法（定义见下文）下的S 规例于美国境外向投资者（包括
香港的专业和机构投资者）或其他豁免，有条件配售公司提呈的
42,971,100H股（“国际发售”）。
(B)
中金和中信证券担任全球发售的联席保荐人，中金、中信里昂、海通国际证券
有限公司、中银国际亚洲有限公司及大华继显（香港）有限公司担任全球发售
的整体协调人及资本市场中介机构。
(C)
投资者希望根据并基于本协议条件和条款认购投资者股份（定义见下文），作
为国际发售的一部分。
各方在此达成如下协议：
1.
定义和解释
1.1 除文义另有所指外，在本协议（包括其绪言及附表）中，下列各词汇、术语和
用语具备以下含义：
“联属公司”就特定个人或实体而言，除上下文另有规定外，是指直接或间接通
过一个或多个中介机构控制，或受其控制或与指定的个人或实体共同控制的任
何个人或实体。为了本定义的目的，“控制”（包括“控制”、“由.控制”及“与.共
同控制”）是指直接或间接拥有指导或引导他人管理和政策方向的权力（无论通
过拥有表决权的证券、合同或其他方式）;
“会计及财务汇报局”指香港会计及财务汇报局;
“总投资额”指等于发售价乘以投资者股份数目的金额;
“批准”具有第6.2(g)条所赋予的含义；
“联系人/紧密联系人”应具有上市规则赋予该术语的定义，及“各联系人/紧密联
系人”应据此予以相应解释；
“佣金”指费用规则（定义见上市规则）第7(1)段要求的按总投资额的1%计算的
佣金；
“营业日”指香港持牌银行一般对香港公众正常营业以及联交所对外进行证券买
卖业务的任何日子（星期六、星期日及香港公共假期除外）；
“中央结算系统”指香港中央结算有限公司建立和经营的中央结算及交收系统；
“交割”指根据本协议条款和条件完成对投资者股份的认购；
“资本市场中介”指行为守则中定义的资本市场中介机构，用于在股权资本市场
交易中进行簿记和配售活动；
“行为守则”指经不时修订、补充或以其他方式修改的证券及期货事务监察委员
会许可或注册人士行为守则；
“公司条例” 指不时经修订、补充或以其他方式修订的《公司条例》（香港法例
第622章）；
“公司（清盘及杂项条文）条例”指不时经修订、补充或以其他方式修订的《公
司（清盘及杂项条文）条例》（香港法例第32章）；
“关连人士/核心关连人士”应具有上市规则赋予该术语的定义，及“关连人士/核
心关连人士”亦须据此解释；
“关联关系” 须具有中国证监会备案规则赋予该词的涵义；
“合约(第三者权利)条例”指不时经修订或补充或另行修改的《合约(第三者权利)
条例》（香港法例第623章）；
“控股东”除上下文另有要求外，须具有上市规则赋予该词的涵义及“控股东”
亦须据此解释；
“中国证监会” 指中国证券监督管理委员会；
“中国证监会备案规则” 指不时经修订、补充或以其他方式修改的中国证监会发
布的《境内企业境外发行证券和上市管理试行办法》及配套指引；
“中国证监会备案报告” 指公司就全球发售根据中国证监会备案规则第13条提交
予中国证监会的备案报告，包括其中任何修订、补充和/或修改；
“中国证监会备案” 指根据中国证监会备案规则和其他适用法律、法规和中国证
监会的要求，就全球发售事项以书面、口头或其他任何方式向或将向中国证监
会提交/作出的任何和所有信函、备案、通信往来、沟通、文件、回复、承诺和
呈交，包括其中任何修订、补充和/或修改（包括但不限于中国证监会备案报
告）；
“延迟交付日期”指在香港公开发售承销协议和国际发售承销协议均已签订并已
成为无条件协议且尚未终止前提下，保荐人兼整体协调人应依据第4.3条通知投
资者的晚于上市日期的日期；
“处置”就任何相关股份而言，包括直接或间接，
(i) 对相关股份或可转换为或可行使为或可交换为该等相关股份或代表接收
该等相关股份或股份中任何权益的权利的任何其他证券的任何合法或实
益权益的发售、抵押、押记、出售、按揭、借贷、设立、转移、转让或
以其他方式处置任何合法或实益权益（包括设立任何购股权或订立协议
设立购股权，或出售或授出或同意出售或授出任何购股权或购买、认购、
出借或以其他方式转让或处置任何购股权的合同或任何认股权证或购买
权、认购权、出借权或以其他方式转让或处置，或购买或同意购买任何
购股权、合同、认股权证或出售权或者设立任何权利负担或同意设立任
何权利负担）（直接或间接，有条件或无条件），或者设立任何性质的
任何第三方的权利；或者直接或间接、有条件或无条件缔约进行上述任
何处置；或
(i) 订立任何掉期交易或其他安排将相关股份或其中任何权益的任何实益所
有权或该等相关证券或此类其他证券或其中的任何权益的所有权的任何
相关股份或其任何权益的实益拥有权或任何经济后果或附带后果部分或
全部转让他人；或
(i) 直接或间接开展与上述第 (i)及(i)项所描述的任何一项交易具有相同经济
效果的任何其他交易；或
(iv) 同意或缔约或公开宣布或披露有意开展上述第 (i)、(i)及 (i)项所描述的
任何交易，无论上述第(i)、(i)及 (i)项所描述的交易是否将以交付相关
股份或可转换为或可行使为或可交换为相关股份其他证券、以现金或其
他方式结算；且“处置”应据此予以解释；
“FINI” 须具有上市规则赋予该词的涵义；
“全球发售”具有绪言 (A)所赋予的含义；
“政府机构”是指任何国家、中央、联邦、省、州、地区、市、地方、国内、国
外或超国家的政府、政府间的、监管机构或行政委员会、董事会、机构、主体
或代理部门，或任何证券交易所（包括但不限于联交所、上交所、证监会及中
国证监会）、自监管或其他非政府监管机构，或任何法院、司法机构、法庭、
仲裁庭或仲裁员;
“集团”指公司及其附属公司；
“H股”指公司股本中每股面值人民币1.00元的境外上市外资股，将以港元认购及
交易，并将于联交所上市；
“港元”指香港法定货币；
“香港”指中国香港特别行政区；
“香港公开发售”具有绪言 (A)所赋予的含义；
“受偿方”具有第6.6条所赋予的含义，“受偿方”为其中任何一方，视情况而定;
“国际发售”具有绪言 (A)所赋予的含义；
“国际发售通函”指公司预期向潜在投资者（包括投资者）发出的与国际发售有
关的最终发售通函；
“投资者相关信息”具有第6.2(i)条所赋予的含义;
“投资者股份”指投资者根据本协议条款及条件，按照附表一进行计算，并由公
司、保荐人兼整体协调人决定，由投资者于国际发售中认购的H股数目；
“法律”指所有相关司法管辖区的任何政府机构（包括但不限于联交所、上交所、
证监会和中国证监会）的所有法律、成文法规、立法、条例、办法、规则、法
例、指引、指导、决定、意见、通知、通函、指南、要求、命令、判决、判令
或裁定；
“征费”指就总投资额而言0.0027%的证监会交易征费（或上市日期现行的交易征
费）和0.00565%的联交所交易费（或上市日期现行的交易费）及0.00015%的会
计及财务汇报局交易征费（或上市日期现行的交易征费）；
“上市日期”指H股首次在联交所主板上市的日期；
“上市指南”指经不时修改、补充或修订的，联交所刊发的《新上市申请人指
南》；
“上市规则”指不时经修订或补充的《香港联合交易所有限公司证券上市规则》，
以及联交所的上市决策、指引及其他规定；
“禁售期”具有第5.1条所赋予的含义；
“发售价”指将根据全球发售进行发售或出售H股的每股H股的最终港元价格（不
包括佣金和征费）；
“超额配股权”具有国际发售通函所赋予的定义；
“各方”指列名的本协议各方；“一方”按文义应指他们其中任何一方；
“中国”指中华人民共和国，仅就本协议而言，不包括香港及澳门特别行政区和
中国台湾地区；
“初步发售通函”指公司将向潜在投资者（包括投资者）发出的与国际发售有关
的经不时修订或补充的初步发售通函；
“专业投资者”具有证券及期货条例附录1第1部分所赋予的含义；
“自营投资为基础”指投资者出于自身利益及投资目的而进行投资(无论该投资是
否是为了该投资者的任何股东或资金投资者的利益而进行)，而非作为任何第三
方的代理人而进行；
“招股章程”指公司将就香港公开发售在香港发行的最终招股章程；
“公开文件”指公司为国际发售将发出的初步发售通函和国际发售通函，为香港
公开发售将在香港发出的招股章程，以及公司就全球发售可能发出的其他文件
和公告，上述各项可经不时修改或补充；
“监管机构”具有第6.2(i)条所赋予的含义；
“相关股份”指投资者根据本协议认购的投资者股份，以及根据任何供股、资本
化发行或其他资本重组形式（不论该等交易是否以现金或其他方式结算）由投
资者股份派生的公司任何股份或其他证券或权益，以及由此产生的任何利息；
“S条例”指证券法S条例；
“人民币”指中国法定货币；
“144条例”指证券法144条例；
“证券法”指经修订的美国1933年《证券法》（不时补充或以其他方式修改，以
及据此颁布的规则和条例）；
“证监会”指香港证券及期货事务监察委员会；
“证券及期货条例”指不时经修订、补充或另行修改的《证券及期货条例》（香
港法例第571章）；
“联交所”指香港联合交易所有限公司；
“附属公司”具有公司条例所赋予的定义；
“美国”指美利坚合众国及其领土、领地、美国任何州以及哥伦比亚特区；
“美元”指美国法定货币； 及
“美国人士”具有S条例所赋予的含义。
1.2 在本协议中，除文义另有所指外：
(a) 凡提及“条”、“款”或“附表”均指本协议中的条、款或附表；
(b) 索引、条款和附表标题仅为方便阅读而设，不得影响对本协议的理解或
解释；
(c) 绪言和附表构成本协议的其中部分，并具有同等效力和作用，犹如本协
议正文明确所载，以及凡提及本协议应包含绪言和附表；
(d) 含有单数含义应包括复数含义，反之亦然；具有一种性别意义的词汇应
包括另一种性别的含义；
(e) 凡提及本协议或其他文件包括本协议或其他文件的任何修订或替换；
(f) 凡提及一项法规、法定条文、法例或规则，包括提述：
(i) 该法规、法定条文、法例或规则经不时合并、修订或补充、修改、
重新制定，或由任何法规、法定条文、法例或规则取代；
(i) 对其重新制定的任何废除的法规、法定条文、法例或规则（无论
是否进行修改）；及
(i) 根据它制定的任何附属立法；
(g) 提及的“法规”包括任何政府、政府间或超国家机构、机构的任何法规、
规则、官方指令、意见、通知、通告、命令、请求或指南（无论是否具
有法律效力） 、部门或任何监管、自律或其他机构或组织；
(h) 凡提及时间及日期，除非特别规定，均分别指香港时间及日期；
(i) 凡提及“人士”包括提及个人、企业、公司、法人团体、非公司社团或机
构、政府、国家或国家机构、联营企业、联合体或合伙（无论是否具有
独立法人资格）；
(j) 凡提及“包括”及“包含”应解释为包括但不限于及包含但不限于；及
(k) 凡提及有关香港之外其他司法权区下任何诉讼、救济、措施或司法程序
的法律词汇，法律文件、法律状态、法庭、官方或任何法律概念或事物
将视为具有该司法权区下与有关香港法律词汇最相近之含义。
2.
投资
2.1 在满足下文第3条提及的各条件（或经各方豁免，但第3.1(a)条、第3.1(b)条、第
3.1(c)条、第3.1(d)条及第3.1(e) 条所载条件不得豁免，且第3.1(f)条项下的条件仅
可由公司、保荐人兼整体协调人及联席保荐人豁免）及在本协议其他条款和条
件的规限下：
(a) 投资者将于上市日期或（若适用）延迟交付日期认购，且公司将发行、
分配及发售，且保荐人兼整体协调人将分配及/或交付（视情况而定）或
安排分配及/或交付（视情况而定）予投资者，投资者将通过保荐人兼整
体协调人及/或其联属公司（以相关部分国际发售的国际承销商的国际代
表身份）按发售价认购的投资者股份并作为国际发售的一部分；及
(b) 投资者将根据第4.2条就投资者股份支付总投资额、佣金和征费。
2.2 保荐人兼整体协调人与公司协商后可以根据第4.3条自主决定于延迟交付日期交
付全部或部分的投资者股份。
2.3 公司及保荐人兼整体协调人（代表其自身及全球发售的承销商）将以他们商定
的方式决定发售价。投资者股份的确切数量将由公司及保荐人兼整体协调人根
据附表一最终决定，且该决定为最终且对投资者具有约束力（除非出现明显错
误）。
3.
交割前提条件
3.1 投资者在本协议项下根据第2.1条认购投资者股份的义务，以及公司及保荐人兼
整体协调人根据第2.1条发行、分派、配售、分配及/或交付（视乎情况而定）或
促使发行、分派、配售、分配及/或交付（视乎情况而定）投资者股份的义务，
仅取决于各方于交割之时或之前满足或豁免（但第3.1(a)条、第3.1(b)条、第
3.1(c)条、第3.1(d)条及第3.1(e)条所载条件不得豁免，且第3.1(f)条项下所载条
件仅可由公司、保荐人兼整体协调人及联席保荐人豁免）以下各项条件：
(a) 香港公开发售承销协议和国际发售承销协议经订立并于不迟于该等承销
协议指明的时间和日期（根据彼等各自的原定条款或其后协议各方通过
协议豁免或更改的条款）已生效并须无条件履行，且上述承销协议均尚
未被终止；
(b) 发售价已根据公司及保荐人兼整体协调人（代表他们自己和全球发售的
承销商）之间所签订的承销协议及定价协议确定；
(c) 联交所上市委员会已批准H股（包括投资者股份）上市和买卖并授予其
他适用豁免和批准，包括与投资者认购投资者股份有关的事项，且该等
批准、同意或豁免在H股于联交所开始买卖之前尚未被撤销；
(d) 中国证监会已经受理中国证监会备案并在其网站上发布中国证监会备案
的备案结果，且该等受理通知书和/或经公布的备案结果在H股于联交所
开始买卖之前尚未被拒绝、撤回、撤销或使其无效；
(e) 任何政府机构尚未制定或颁布任何法律禁止完成全球发售或本协议项下
拟进行的交易，并且具有管辖权的法院未发出任何有效命令或禁制令阻
止或禁止该等交易的进行；及
(f) 投资者在本协议项下的各自声明、保证、承诺、承认和确认在所有方面
(于本协议日期)均属及(于上市日期及延迟交付日期(如适用)将均属准确、
真实及完整且无误导性或欺骗性，且投资者并无违反本协议。
3.2 若于本协议日期后一百八十（180）日当日或之前（或公司、投资者、保荐人兼
整体协调人和联席保荐人之间可能书面同意的其他日期），第3.1条所载的任何
条件未获实现或未被各方豁免（但第3.1(a)条、第3.1(b)条、第3.1(c)条、第3.1(d)
条及第3.1(e)条所载条件不得豁免，且第3.1(f)条项下的条件仅可由公司、保荐人
兼整体协调人及联席保荐人豁免），投资者购买投资者股份的义务，以及公司
及保荐人兼整体协调人发行、分派、配售、分配及/或交付（视乎情况而定）或
促使发行、分派、配售、分配及/或交付（视乎情况而定）投资者股份的义务应
终止，且投资者根据本协议向任何其他方支付的任何款项将由该其他方在不计
利息且商业上可行的情况下尽快归还予投资者，而本协议将予以终止并不具有
效力，且公司、保荐人兼整体协调人及/或联席保荐人的所有义务及责任应停止
并终止；但根据本第3.2条终止本协议，不得影响任何一方在该等终止之时或之
前就本协议所载条款对其他各方的已有权利或责任。为避免疑义，本条款中的
任何内容均不得解释为赋予投资者对其违反投资者根据本协议在本条提及的日
期前作出并保持有效的任何声明、保证、承诺、承认及确认予以补救的权利。
3.3 投资者承认无法保证全球发售将会完成、不会延迟、不会终止或发售价将在公
开文件规定的示意性范围内，若因任何原因全球发售在预计的日期和时间延迟、
终止、未能进行或没有完成或根本无法完成，或如果发售价不在公开文件规定
的指示性范围内，公司、保荐人兼整体协调人或联席保荐人将不会对投资者承
担任何责任。投资者特此放弃，以因全球发售因任何原因按预计的时间及日期
延迟、终止、未能进行或未能完成或根本无法完成，或如果发售价不在公开文
件规定的指示性范围内为由，任何对公司、保荐人兼整体协调人及/或联席保荐
人或上述各方的附属公司、联属公司、高级管理人员、董事、监事、雇员、顾
问、人员、联系人、合伙人、代理及代表提出任何申索或诉讼的权利（如有）。
4.
交割
4.1 在第3条和本第4条的规限下，根据国际发售并作为国际发售的一部分，投资者
将以发售价认购投资者股份，并通过保荐人兼整体协调人（和/或其联属公司）
以其作为国际发售相关部分的国际承销商代表的身份进行。据此，投资者股份
的认购将同时与国际发售按公司、保荐人兼整体协调人确定的时间和方式交割。
倘公司、保荐人兼整体协调人及联席保荐人认为公司在上市日无法遵守 (a) 上市
规则第8.08(3)条的规定（该条款规定于上市日期由公众人士持有的证券中由持
股量最高的三名公众股东实益拥有的百分比不得超过50%）；(b)上市规则第
8.08(1)条（被第 19A.13A条修订并取代）规定或联交所另行豁免的最低公众持
股量规定； (c) 上市规则第8.08A条（被第 19A.13C条修订并取代）规定的最低
自由流通量规定；及/或 (d) 上市规则第18项应用指引，公司、保荐人兼整体协
调人及联席保荐人应有权以其唯一及绝对酌情权调整投资者认购及/或收购的投
资者股份数目的分配，以确保遵守上市规则规定。
4.2 不论投资者股份的交付时间和方式如何，投资者应不晚于上市日期前一个营业
日下午5:30以立即可用的港元资金通过电汇（向保荐人兼整体协调人通知投资
人的港元银行账户）全数支付总投资额连同相关佣金和征费，其应向保荐人兼
整体协调人于不迟于上市日期前一（1）个完整营业日书面通知投资者的有关港
元银行账户进行支付，并且不得作出任何扣除或抵销，前述通知应（其中）包
括付款账户详情和投资者根据本协议的应付总额。
4.3 若保荐人兼整体协调人自主确定所有或任何部分投资者股份将于晚于上市日期
的日期(“延迟交付日期”)交付，保荐人兼整体协调人应在 (i) 不迟于上市日期前
两个营业日，书面通知投资者将会延迟交付的投资者股份数目及 (i) 不迟于实际
延迟交付日期前两（2）个营业日，书面通知投资者延迟交付日期，但前提是，
延迟交付日期不应晚于可以行使超额配股权最后一日之后三(3)个营业日。保荐
人兼整体协调人的此类决定将对投资者具有决定性和约束力。如果投资者股份
将在延迟交付日期交付给投资者，则投资者仍应依照第4.2条的规定支付投资者
股份认购的款项。
4.4 在根据第4.2条妥为缴付投资者股份的款项的规限下，向投资者交付投资者股份
（视乎情况而定）应通过中央结算系统进行，方式是直接将投资者股份存入中
央结算系统，以寄存于中央结算系统投资者户口持有人账户或投资者于不迟于
上市日期前或根据第 4.3 条确定的延迟交付日期前三（3）个营业日书面通知保
荐人兼整体协调人的中央结算系统股份账户。
4.5 在不影响第4.3条的前提下，投资者股份的交付亦可通过公司、保荐人兼整体协
调人 、联席保荐人和投资者书面同意的任何其他方式进行，但前提是，投资者
股份的交付不晚于可以行使超额配股权最后一日之后三(3)个营业日，无论交付
该投资者股份的时间和方式如何。
4.6 若未能按本协议规定的时间和方式及时（不论全部或部分）收取或结算总投资
额款项和相关佣金和征费，公司、保荐人兼整体协调人及联席保荐人保留以其
绝对酌情权决定终止本协议的权利，在此情况下，公司、保荐人兼整体协调人
及联席保荐人的所有义务和责任应停止并终止（但不得影响公司、保荐人兼整
体协调人及联席保荐人可能因投资者未能遵守其于本协议项下的义务而对其享
有的任何申索）。投资者在任何情况下均应根据第6.6条全权负责并应赔偿各受
偿方因投资者未能全数支付总投资额款项、佣金和征费而可能蒙受或由其产生
或与之相关的任何损失和损害赔偿，并确保其不受损失且使其获全数赔偿（按
照税后标准）。
4.7 若出现公司、保荐人兼整体协调人或联席保荐人（视情况而定）无法控制的情
形，包括但不限于天灾，洪水，战争（不论宣战或未宣战），恐怖主义，火灾，
骚乱，叛乱，内乱，流行病或严重流行病（包括但不限于SARS, H5N1, MERS
and COVID-19），疾病的爆发、升级、变异或加重，灾难，危机，公共秩序混
乱，地震，海啸，火山喷发，其他自然疾病，敌对行动的爆发或升级（不论宣
战或未宣战），区域、国家或国际紧急状态，经济制裁，政治变化，政府运作
瘫痪，运输中断或延误或严重中断，罢工，停工，其他工业行动，电力或其他
供应的故障，飞机碰撞，技术故障，意外或机械或电力故障，计算机故障或任
何款项传输系统的故障或失败，禁运，劳动争议及任何现有或将来的法律、法
令、法规的变更，或任何现有或将来政府活动的变更或类似的情形，从而阻止
或延迟其履行本协议项下的义务，则公司、保荐人兼整体协调人和联席保荐人
及其各自联属公司均不承担（无论共同或各自）未能或延迟履行本协议项下义
务的责任，公司、保荐人兼整体协调人和联席保荐人均有权终止本协议。
5.
投资者限制
5.1 在第5.2条的规限下，投资者同意并向公司、保荐人兼整体协调人及联席保荐人
作出契诺和承诺，未经公司、保荐人兼整体协调人及联席保荐人事先书面同意，
自上市日期（含上市日期）起六（6）个月期间（“禁售期”）内任何时间，投资
人将不会且将促使其联属公司不会直接或间接： (i) 以任何方式处置任何相关股
份或处置持有相关股份的任何公司或实体的任何权益，或处置可转化为、可交
换为、可行使为或代表能收到上述证券之权利的任何证券，或同意、缔约或公
开宣布拟进行该等交易；(i) 同意、订立协议或公开宣布有意与任何第三方进行
出售相关股份的交易； (i) 允许其最终实益拥有人层面发生控制权变更（定义
见证监会颁布的《公司收购、合并及股份回购守则》）；或 (iv) 直接或间接进行
任何与上述交易具有相同经济效果的交易。在本协议规定的禁售期届满后，投
资者可根据适用法律的要求自由处置任何相关股份，惟投资者应在出售前以书
面形式通知公司、保荐人兼整体协调人和联席保荐人，并确保任何此类出售不
会在H股中制造无序或虚假市场，并遵守所有适用法律。
5.2 在任何情况下，第5.1条所载任何内容不得阻止投资者将全部或部分相关股份转
让予投资者的任何全资附属公司，但：
(a) 不少于十（10）个工作日前向公司、保荐人兼整体协调人和联席保荐人
发出有关转让的书面通知，其中包含相关附属公司的身份（包括但不限
于注册地、公司注册号和商业登记号）、其与投资者及其附属公司的业
务，以及公司、保荐人兼整体协调人及联席保荐人可能要求证明潜在受
让人是投资者全资附属公司的令公司、联席保荐人及保荐人兼整体协调
人满意的证据；
(b) 于有关转让前，该全资附属公司（向公司、保荐人兼整体协调人及联席
保荐人并为其利益以令其满意的条款）作出书面承诺同意，且投资者承
诺促使该全资附属公司接受投资者于本协议项下的义务（包括但不限于
第5条中对投资者施加的限制）约束，视同该全资附属公司自身承担该等
义务和限制；
(c) 该全资附属公司应被视为已作出第6条所规定的相同承认、确认、声明、
承诺及保证；
(d) 投资者和该投资者全资附属公司就其持有的所有相关股份而言，应被视
作投资者，并应共同及各自承担本协议施加的所有义务和责任；
(e) 若于禁售期届满前任何时间，该全资附属公司不再属于或将不再属于投
资者的全资附属公司，其应（且投资者应促使该附属公司应）将其持有
的相关股份立即且（在任何情况下于不再属于投资者的全资附属公司之
前）完全并有效地转让予投资者或投资者另一家全资附属公司，该全资
附属公司应或经投资者督促应（向公司、保荐人兼整体协调人及联席保
荐人并为其利益以令其满意的条款）作出书面承诺，同意受投资者于本
协议项下义务（包括但不限于本第5条中对投资者施加的限制）的约束，
并作出本协议下的相同承认、确认、声明、承诺及保证，视同该全资附
属公司自身承担该等义务和限制并且应连带承担本协议所施加的全部责
任及义务；及
(f) 该全资附属公司为 (i) 不是且将不会是美国人士，亦非受美国人士委托或
为美国人士利益购买相关股份；(i) 位于及将会位于美国境外，及(i) 依
据S条例收购离岸交易中的相关股份。
5.3 投资者同意并承诺，除经公司、保荐人兼整体协调人和联席保荐人事先书面同
意外，投资者及其紧密联系人于公司全部已发行股本中（直接和间接）持有的
总持股量应一直低于公司全部已发行股本的10%（或者上市规则所不时规定的
用于定义“大股东”的其他百分比）且投资者及其密切联系人（定义见上市规则）
不会成为公司所指的核心关连人士。此外，投资者及其密切联系人（定义见上
市规则）在公司已发行股本总额中的合计（直接及间接）不应导致持有公司证
券股本的公众人士（根据《上市规则》的规定及(如适用)联交所的豁免，包括
但不限于《上市规则》第8.08条（被第 19A.13A条修订并取代）低于《上市
规则》第8.08条（被第 19A.13A条修订并取代）所规定的百分比或联交所可能
批准并适用于公司的其他百分比。投资者同意，如果公司注意到上述任何情况，
将书面通知公司、联席保荐人和保荐人兼整体协调人。
5.4 投资者同意，投资者持有公司股本为以自营投资为基础，并同意经公司、保荐
人兼整体协调人及/或联席保荐人提出合理要求后向公司、保荐人兼整体协调人
及联席保荐人提供合理证明，表明投资者持有公司股本是以自营投资为基础。
投资者不得，应促使其控股东、联系人及其各自实益拥有人不得在全球发售
中通过簿记建档程序提出H股（投资者股份除外）申请或买卖指示或在香港公
开发售中提出H股申请。
5.5 投资者及其联属公司、联系人或代理不得与公司、公司的控股东、任何其他
集团成员或其各自联属公司、董事、监事、高级管理人员、雇员或代理签订不
符合或违反上市规则（包括上市指南第4.15章或由香港监管机构颁布的书面指
引）的任何安排或协议（包括但不限于任何补充条款）。投资者进一步确认并
承诺，其自身或其各自的联属公司、董事、监事、高级管理人员、雇员、联系
人或代理均未曾签订或将签订该等安排或协议。
6.
确认、声明、承诺和保证
6.1 投资者向公司、保荐人兼整体协调人及联席保荐人承认、同意和确认：
(a) 公司、各保荐人兼整体协调人、各联席保荐人及各整体协调人分别及其
各自的联属公司、董事、监事、高级管理人员、雇员、代理、顾问、联
系人、合伙人及代表未作出任何声明、保证或者承诺或担保，全球发售
将（于任何特定期间内）进行或完成或发售价将在公开文件规定的指示
性范围内，并且倘若全球发售因任何原因延迟、未能进行或完成，或若
发售价不在公开文件规定的指标范围内，上述人士概不对投资者承担任
何形式的责任。投资者特此放弃因全球发售因任何原因延迟或未按预期
日期和时间完成或未能完成，或如果发售价不在公开文件规定的指示性
范围内，对公司、保荐人兼整体协调人及联席保荐人及其各自的联属公
司任何索赔或诉讼的权利（如有）；
(b) 公开文件和全球发售的其他销售和路演材料须披露本协议及投资者背景
资料以及本协议项下拟进行的双方之间关系和安排，而公开文件和有关
其他销售和路演材料和公告将提述投资者，针对全球发售或在其他情况
下根据公司（清盘及杂项条文）条例和上市规则，本协议将尤其作为一
份重大合约，并须送交香港监管机构存档并于公司及联交所网站展示；
(c) 根据上市规则须向联交所提交或须在FINI上提交的有关投资者的资料将
按需要与本公司、联交所、证监会及该等其他监管机构分享，并将纳入
综合承配人名单并在 FINI 上向保荐人兼整体协调人披露；
(d) 发售价将仅根据相关承销协议及定价协议下的全球发售的条款和条件予
以确定，且投资者将无权对此提出任何反对；
(e) 投资者股份将由投资者通过保荐人兼整体协调人及/或其各自的联属公司
以国际发售的国际承销商的国际代表的身份认购]；
(f) 投资者将接受限于公司组织章程或公司其他组织或章程文件、本协议
及任何适用法律的条款及条件的投资者股份；
(g) 投资者并非公司的现有股东、关连人士或联属公司，亦不代表上述任何
人士行事;
(h) 投资者股份的数量可能会受到上市规则第18项应用指引、上市指南第
4.14章、上市规则附录F1所载配售指南的要求或联交所不时批准且适用
于公司的其他该等比例的影响而在国际配售和香港公开发售之间重新分
配;
(i) 在本协议签订时或其前后或在此后但在国际发售交割前的任何时候，公
司、保荐人兼整体协调人、整体协调人及/或联席保荐人与一名或多名其
他投资者已订立或可能及/或建议订立类似的投资协议，作为国际发售的
一部分；
(j) 公司、保荐人兼整体协调人、整体协调人及联席保荐人或彼等各自的任
何附属公司、代理人、董事、监事、雇员或联属公司或参与全球发售的
任何其他方均不对任何税务、法律、货币或其他经济或其他方面承担任
何责任。 认购和/或收购投资者股份或与投资者股份的任何交易相关的后
果；
(k) 投资者股份尚未且不会根据证券法或美国任何州或其他司法管辖区的证
券法规予以登记且不得被发售、转售、质押或以其他方式在美国直接或
间接向美国人士或以任何美国人士之名义或为其利益转让，除非根据有
效的登记声明或豁免于证券法登记要求或交易无需遵守证券法登记要求，
也不得在任何其他司法管辖区或者以该等其他司法管辖区的任何人的名
义或为其利益而进行转让，除非获得该等其他司法管辖区的适用法律许
可；
(l) 投资者理解并同意投资者股份仅可 (A) 根据144规则或根据证券法项下其
他适用的豁免要求在美国境内进行转让；或 (B) 在“离岸交易”（定义见S
条例）中在美国境外按照S条例以及在各情况下根据美国任何州及任何
其他司法管辖区的适用证券法进行转让，任何代表投资者股份的任何股
票须附有大致包含上述意思的说明；
(m) 投资者理解，公司、保荐人兼整体协调人、联席保荐人或任何国际发售
的国际承销商，针对证券法144A规则或证券法项下的任何其他豁免规定
是否适用于其后再发售、转售、抵押或转让投资者股份，概无发表任何
声明；
(n) 除第5.2条规定外，在附属公司持有任何投资者股份的情况下，只要该附
属公司在禁售期内持续持有任何投资者股份，则投资者需要促使该附属
公司保持投资者的全资附属公司的身份并继续坚持遵守本协议项下条款
及条件；
(o) 投资者已收到（及日后可能收到）的资料可能构成有关投资者投资（或
持有）投资者股份的重大非公开信息及/或内幕消息（如证券及期货条例
所界定），且其将 (i) 除了出于评价其于投资者股份之投资的惟一目的或
据法律要求而基于严格须知的标准向其联属公司及代表（“授权接收者”）
之外，其不会向其他人披露该等信息，直至这些信息成为公开信息（非
因投资者或其各自的任何授权接收者过错的情况下）；(i) 且投资者尽其
最大努力确保其授权接收者（根据本6.1(o)条向其披露该等信息的人），
除却基于严格须知的标准向其他授权接收者披露以外，不会向其他任何
人披露该等信息；及 (i) 不会且将确保其授权接收者（根据本6.1(o)条向
其披露该等信息的人）不会，以可能违反有关该交易的美国、香港、中
国或者任何其他适用司法管辖区证券法（包括内幕交易规定）的方式直
接或者间接购买、销售或交易或以其他方式买卖公司或其联属公司或联
系人的H股或者其他证券或衍生品；
(p) 本协议、招股章程初稿及初步发售通函初稿所载的以保密方式提供予投
资者及/或其代表的信息以及可能已经以保密方式提供予投资者及/或其代
表的任何其他材料（无论口头或书面）不得复制、披露、发送或传播给
任何其他人，且据此提供的信息和材料可能会变动、更新、修订及完成，
且投资者不应依赖该等材料确定是否投资投资者股份。为避免疑义：
(i) 招股章程初稿、初步发售通函初稿或可能已提供予投资者及/或其
代表的任何其他资料，在禁止该等要约、招揽或销售的司法管辖
区内，均不构成收购、购买或者认购任何证券的邀请或要约或招
揽，以及招股章程初稿或初步发售通函初稿所载任何内容或提供
予投资者及/或其代表的任何其他材料（无论口头或书面）均不构
成任何性质合约或承诺的基础；
(i) 不得基于初步发售通函初稿或招股章程初稿或可能已提供予投资
者及/或其代表的任何其他材料（无论口头或书面）作出或接收有
关认购、收购或购买任何H股或其他证券的要约或邀请；及
(i) 初步发售通函初稿或招股章程初稿或任何其他可能已提供（无论
以书面或口头方式）给投资者的任何其他资料，可能须在订立本
协议后进一步修订，且投资者不应依赖该等资料决定是否投资投
资者股份，且投资者在此同意该等修订（如有）并放弃其有关修
订（如有）的权利；
(q) 本协议共同或分别均不构成在美国或者任何其他认定该等要约为非法的
司法管辖区作出的证券销售的要约；
(r) 其已获提供其认为评估认购投资者股份利益和风险的所有必要或需要的
资料，并且已获得提问机会并得到了公司、保荐人兼整体协调人或联席
保荐人关于公司、投资者股份或其认为评估认购投资者股份利益和风险
的所有必要或需要的其他有关事项的答复，而且公司已向投资者或其代
理提供了投资者或其代表要求的、与投资投资者股份有关的所有文件和
信息；
(s) 在作出投资决策时，投资者依赖于及仅将依赖公司发出的国际发售通函
所提供的信息，而非依赖公司或代表公司、保荐人兼整体协调人及/或联
席保荐人（包括其各自的董事、监事、高级管理人员、雇员、顾问、代
理、代表、联系人、合伙人和联属公司）在本协议日期当日或之前向投
资者提供的任何其他信息，并且公司、保荐人兼整体协调人、联席保荐
人及其他整体协调人和其各自的董事、监事、高级管理人员、雇员、顾
问、代理、代表、联系人、合伙人及联属公司对未包含在国际发售通函
中任何该等信息或资料的准确性或完整性概不作出任何声明、保证或承
诺，并且因投资者或其代表、联系人、合伙人及联属公司使用或依赖国
际发售通函中未包含的任何信息或资料或者因国际发售通函中未包含任
何信息，公司、保荐人兼整体协调人、联席保荐人及其他整体协调人和
其各自的董事、监事、高级管理人员、雇员、顾问、代理、代表、联系
人、合伙人及联属公司概不对投资者或其代表、联系人、合伙人及联属
公司承担任何责任；
(t) 任何保荐人兼整体协调人、联席保荐人、资本市场中介、其它承销商及
其各自的董事、监事、高级管理人员、雇员、附属公司、代理、联系人、
联属公司、代表、合伙人及顾问概无就投资者股份是否可取、投资者股
份认购、购买或发售，或就公司或其附属公司业务、经营、前景、财务
或其他方面的状况，或就与前述事宜有关的任何其他事项对投资者作出
任何保证、声明或者推荐；且除最终国际发售通函规定者外，公司及其
董事、监事、高级管理人员、员工、附属公司、代理、联系人、联属公
司、代表及顾问概无就投资者股份是否可取、投资者股份认购、购买或
发售，或就公司或其附属公司业务、经营、前景、财务或其他方面的状
况或就与前述事宜有关的任何其他事项对投资者作出任何保证、声明或
者推荐；
(u) 如投资者为或（直接或间接）将为相关股份实益拥有人或公司招股章程
显示投资者为相关股份实益拥有人，其在（直接或间接）处置该任何相
关股份时，将遵守本协议、上市规则或任何适用法律项下不时适用的所
有限制（如有）；
(v) 其已就公司及其附属公司及投资者股份及本协议中的投资者股份认购条
款自行作出调查，并就有关投资者股份的投资及其对投资者的合适性取
得其认为必要或适当或其他满足其自身（包括税务、监管、财务、会计、
法律、货币和其他方面）考量的（包括税务、监管、财务、会计、法律、
货币和其他方面）独立意见，并尚未依赖且将无权依赖就全球发售而由
或代表公司或任何保荐人兼整体协调人、联席保荐人、其他整体协调人、
资本市场中介或承销商获得或进行（视情况而定）的任何（包括税务、
监管、财务、会计、法律、货币和其他方面的）意见、尽职调查审查或
调查或其他建议或支持，并且公司、保荐人兼整体协调人、联席保荐人、
其他整体协调人、或其各自的联系人、联属公司、董事、监事、高级管
理人员、雇员、顾问或代表，或全球发售涉及的任何其他方，对投资者
股份认购的或关于投资者股份买卖的任何税务、监管、财务、会计、法
律、货币或其他经济或其他后果，概不承担任何责任；
(w) 投资者理解目前就投资者股份并无公开市场存在且公司、保荐人兼整体
协调人、联席保荐人、其他整体协调人、其各自的附属公司、联属公司、
董事、监事、高级管理人员、雇员、代理、顾问、联系人、合伙人及代
表或全球发售涉及的任何其他方不保证将会有投资者股份的公开或活跃
市场存在；
(x) 若全球发售延迟或终止或因任何原因未能完成，公司、保荐人兼整体协
调人、联席保荐人、其他整体协调人或者其各自的任何联系人、联属公
司、董事、监事、高级管理人员、雇员、顾问、代理或代表对投资者或
其附属公司概不存在任何责任；
(y) 公司及保荐人兼整体协调人将有绝对酌情权改变或调整：(i) 全球发售下
发行的H股数量；及 (i) 香港公开发售及国际发售各自的H股数量；
(z) 投资者已同意，于不晚于上市日期前一个营业日下午5:30之前支付总投
资额及相关佣金和征费；
(a) 公司及保荐人兼整体协调人可以全权及绝对的权力酌情决定调整投资者
H股数目的分配，以符合上市规则的规定，包括 (1) 第8.08(3)条（该条订
明，于上市日期公众持股中最多50%可由前三大公众股东实益拥有）；
- （被第 19A.13A条修订并取代）或联交所另行豁
免的公众持股量规定；(3) 上市规则第8.08A条（被第 19A.13C条修订并
取代）规定的最低自由流通量规定；及 (4) 上市规则第18项应用指引3.2
段所规定的须分配予配售部份的投资者 （基石投资者除外）的最低分配;
(b) 投资者未基于如下原因收购投资者股份，且投资者或任何其联属公司或
任何代其行事之人未曾且将来亦不会就投资者股份从事 (i) 任何定向销售
活动（定义见S条例），或 (i) 任何关于投资者股份的一般招揽或一般
广告（定义见证券法D条例502(c)规则）；
(c) 任何股份相关的交易须遵守适用法律，包括证券及期货条例、上市规则、
证券法及任何合资格证券交易所的任何其他适用法律下关于H股买卖的
限制；
(d) 公司将不会承认任何非按照本协议限制就相关股份进行的发售、出售、
质押或其它转让；及
(e) 投资者与公司、公司任何股东、保荐人兼整体协调人和/或联席保荐人及
其他整体协调
人
之间不存在其他协议与全球发售相关的，除本协议之外。
6.2 投资者进一步向公司、保荐人兼整体协调人及联席保荐人作出以下声明、保证
和承诺：
(a) 其已根据其注册成立地的法律合法注册成立，并有效存在及信誉良好且
并无清算或清盘之申请、命令或生效的决议；
(b) 其具备接收及使用本协议下的信息（包括但不限于本协议、招股章程草
稿及初步发售通函草稿）的资格，并且不会违反适用于该等投资者的法
律或被要求于该等投资者所在的司法辖区注册或持有牌照；
(c) 其具备拥有、使用、租赁及经营其资产并开展其当前所开展的业务的合
法权利及授权；
(d) 其拥有签署和交付本协议，订立和执行本协议规定的交易并履行本协议
项下的义务要求的全部权力、授权和能力，并已采取一切行动（包括获
得所有任何政府和监管机构或第三方的必要同意、批准和授权），因此，
除第3.1条规定的条件外，其履行本协议项下的义务不受限于任何政府和
监管机构或第三方的任何同意、批准和授权；
(e) 本协议已经由投资者正式授权、执行和交付，并构成根据本协议条款可
对投资者强制执行的合法、有效和具有约束力的义务；
(f) 其已采取，及在本协议期间将采取所有必要行动，履行其在本协议项下
的义务并使本协议和本协议拟进行的交易生效，并遵守所有相关法律；
(g) 根据适用于投资者的任何相关法律以及投资者在本协议项下认购投资者
股份方面需要获得的所有同意、批准、授权、许可和注册（“批准”）均
已获得且具有完全效力且所有批准均不受任何未满足或履行的先决条件
约束；所有批准未被无效化、收回、撤回或搁置以及截至本协议签署之
日，所有批准尚未被无效化、收回、撤回或搁置，投资者也不知悉任何
可能导致批准被无效化、收回、撤回或搁置的事实或情况。 投资者进一
步同意并承诺，如果任何批准因任何原因被无效化、收回、撤回或搁置
或不再完全有效，将立即通知公司、保荐人兼整体协调人和联席保荐人；
(h) 投资者签署及交付本协议、投资者履行本协议、投资者股份的认购以及
接受交付投资者股份不会违反或导致投资者违反：(i) 投资者的公司组织
章程大纲及其细则或其他组织或章程文件或 (i) 投资者就本协议拟进行的
交易须遵守的任何司法管辖区的法律或就认购投资者股份在其他情况下
可能对投资者适用的法律或 (i) 对投资者具有约束力的任何协议或其他
文件或 (iv) 对该投资者有管辖权的任何政府机构的判决、命令或判令；
(i) 其已遵守且将遵守所有与认购投资者股份有关的具有管辖权地区的所有
适用法律，包括直接或间接通过公司、保荐人兼整体协调人及/或联席保
荐人，按联交所、上交所、证监会、中国证监会及/或其他政府、公共、
货币或监管机构或部门和证券交易所（统称“监管机构”）的要求及时间
范围内，向该等监管机构提供或促成或促使提供适用法律或该等监管机
构不时要求的信息并接受且同意披露该等信息（包括但不限于，(i) 投资
者及其最终实益拥有人及/或最终负责提供有关投资者股份认购指示的人
士的身份信息（包括但不限于其各自的名称和注册地点）； (i)本协议项
下拟进行的交易（包括但不限于认购投资者股份的详情、投资者股份数
量、总投资额以及本协议项下的禁售限制）； (i)涉及投资者股份的任
何掉期安排或其他金融或投资产品及其详细信息（包括但不限于认购者
及其最终受益所有人以及该掉期安排或其他金融或投资产品的提供者的
身份信息） ）； 及/或(iv)投资者或其实益拥有人和联系人与公司及其任
何股东之间的任何关联关系（统称为“投资者相关信息”）。投资者进一
步授权公司、保荐人兼整体协调人、联席保荐人或其各自联属公司、董
事、高级管理人员、员工、顾问及代表按监管机构的要求向监管机构披
露投资者相关信息及/或按上市规则或适用法律要求或按任何相关监管机
构要求在任何公开文件或其他公告或文件中进行披露；
(j) 投资者各自在金融和业务方面拥有下列相关知识和经验：(i) 其能够评估
对投资者股份的潜在投资的利益和风险；(i) 其能够承担该投资的经济风
险，包括其对投资者股份投资造成的全盘损失；(i) 其已收到其认为对
决定是否投资投资者股份而言必要或适当的全部资料；及 (iv) 其在投资
类似发展阶段的公司的证券交易方面拥有丰富经验；
(k) 其正常业务为购买或销售股份或公司债券或其为一名专业投资者。签订
本协议，其就协议包含的交易而言，并非任何保荐人兼整体协调人、资
本市场中介或联席保荐人的客户；
(l) 投资者基于专有投资以其自己名义认购投资者股份，作投资目的，而非
旨在分派由其根据本协议认购的任何投资者股份，该投资者无权提名任
何人成为公司的董事、监事或高级管理人员；
(m) 其在美国境外在S条例所定义的“离岸交易”中认购投资者股份，且其并
非美国人士；
(n) 投资者认购投资者股份的交易根据证券法豁免或无须遵守注册要求；
(o) 投资者及/或联系人 (i) 为独立于公司的第三方；及 (i) 非为公司的关连人
士（定义见上市规则）或其联系人，且投资者认购投资者股份不应构成
一项“关连交易”（定义见上市规则）且亦不会导致投资者及/或其实益拥
有人成为公司的一名关连人士（定义见上市规则），无论投资者与可能
签订（或已签订）本协议所述的任何其他协议的任何其他方之间有任何
关系，并紧随交割后就公司控制权将独立于任何关连人士并不与任何关
连人士一致行动（定义见证监会颁布的《公司收购、合并及股份回购守
则》）；(i) 有足够的财务能力满足本协议项下的所有义务；(iv)未直接
或间接受(a)公司的任何核心关连人士（定义见上市规则）或(b)公司、
公司的任何董事、最高行政人员、控股东、主要股东或现有股东或公
司的任何附属公司，或其各自的任何紧密联系人（定义见上市规则）的
资助、资金或支持，其就公司证券的收购、出售、投票或任何其他处置
并非惯常接受且并未接受彼等人士的指示；及(v)除非已向公司、联席保
荐人及保荐人兼整体协调人另行书面披露，否则与公司或其任何股东不
存在关联关系；
(p) 投资者将使用自有资金认购投资者股份，并且其尚未且不打算获得贷款
或其他形式的融资来履行其在本协议项下的付款义务；
(q) 投资者及/或联系人均非任何全球发售的保荐人兼整体协调人、联席保荐
人、簿记管理人、牵头经办人、资本市场中介、全球发售的承销商、牵
头经纪或任何分销商的“关连客户”，且不属于上市规则附录F1（《股本
证券的配售指引》）所述人士类别。“关连客户”、“牵头经纪”和“分销商”
均具有上市规则附录F1（股本证券的配售指引）所赋予的含义；
(r) 投资者账户并非由相关交易所参与者（定义见上市规则）按照全权委托
管理投资组合协议管理。“全权委托管理投资组合”一词应具有上市规则
附录F1（股本证券的配售指引）所赋予的含义；
(s) 投资者或其联系人均非公司董事（包括过去12个月内担任董事）、监事
或公司现有股东或其联系人或上述任何人士的提名人；
(t) 除先前书面通知联席保荐人、保荐人兼整体协调人外，投资者或其实益
拥有人均不属于 (a) 联交所的FINI 承配人名单模板中所载或须在FINI界
面或按上市规则有关承配人的信息的要求所须披露之的任何承配人类别
（“基石投资者”除外）；或 (b) 根据上市规则（包括上市规则第12.08A
条）须在公司的配发结果公告中注明的任何承配人类别；
(u) 投资者尚未与且将不会与任何“分销商”（定义见S条例）就分销H股订
立任何合约安排，除非与其联属公司订立合约，或事先获得公司书面同
意；
(v) 投资者股份的认购将遵守上市规则附录F1（股本证券的配售指引）及上
市指南第4.15章及证监会发出的指引，且不会存在任何会导致公司、联
席保荐人及/或保荐人兼整体协调人及其他整体协调人违反该等条文的行
为；
(w) 投资者或其任何、联属公司或代表，均未通过补充条款或其他方式接受
公司、任何集团成员或其各自的联属公司、董事、监事、高级管理人员、
雇员、代理或代表在全球发售中提供的任何直接或间接利益或者签订关
于上述事项的任何协议或安排，或者以其他方式从事不符合或违反上市
指南第4.15章的任何行为或活动；
(x) 投资者及/或联系人均不可使用由公司、其附属公司或公司的关连人士、
任何一位保荐人兼整体协调人、联席保荐人，或由全球发售的任何一位
承销商或资本市场中介（直接或间接）进行的融资认购本协议项下的投
资者股份；投资者及其各个联系人（如有）独立于且与已参与或将参与
全球发售的其他投资者及其任何联系人均无关联；
(y) 投资者或其附属公司或代理人与公司、公司的控股东或集团任何成员
及其各自的附属公司、董事、监事、高级管理人员、雇员和代理人之间
概无订立任何与上市规则（包括上市指南第4.15章）不一致的协议或安
排，包括任何附函；
(z) 除本协议规定的情况外，投资者尚未与任何政府机构或任何第三方就任
何投资者股份达成任何安排、协议或承诺；
(a) 除之前以书面形式向公司、联席保荐人及保荐人兼整体协调人披露的情
况外，投资者、其实益拥有人及/或联系人尚未达成也不会达成任何掉期
安排或其他涉及投资者股份的金融或投资产品；
(b) 除根据本协议外，投资者或其任何控股东、联系人及其各自的实益所
有人均未就全球发售项下的任何H股提出申请或通过累计投标询价程序
下订单；及
(c) 投资者及其紧密联系人（定义见上市规则）于公司全部已发行股本中持
有的总持股量（直接或间接）不得导致公众人士（定义见上市规则）持
有公司的总证券量低于上市规则要求的比例或联交所批准的其他比例。
6.3 投资者向公司、保荐人兼整体协调人及联席保荐人声明与保证，附表二所载有
关其自身及其作为一家成员公司的集团公司的说明及所有向监管机构及/或公司、
联席保荐人、保荐人兼整体协调人及其各自的联属人提供或按前述人士要求提
供的投资者相关信息在所有方面均属真实、完整、准确并不存在误导。在不影
响第6.1(b)条规定的情况下，投资者不可撤销地同意将其名称和本协议（包括附
表二所载）的全部或部分说明提及并载入全球发售的公开文件、销售及路演材
料，及（只要公司、保荐人兼整体协调人及联席保荐人全权认为需要）由公司、
保荐人兼整体协调人及/或联席保荐人可能发布或代表其发布的该类其他公告或
公示文件。投资者承诺尽快提供与其本身、其所有权（包括最终实益所有权）
及/或公司、保荐人兼整体协调人或联席保荐人可能合理要求的有关的其他资料
及/或证明文件，以确保其遵守适用法律及/或公司或证券登记及/或主管的监管机
构（包括联交所、证监会和中国证监会）的要求。
6.4 投资者在此同意，在审查公开文件初稿及不时提供给投资者的关于全球发售的
其他销售材料中对其自身及其作为一家成员公司的集团公司的说明，并根据投
资者合理要求（如有）加以修改之后，投资者应被视为保证对其自身与其作为
一家成员公司的公司集团的相关说明在所有方面均属真实、准确、完整且不存
在误导，并同意，如果其中的任何保证、承诺、陈述或确认不再准确和完整，
或在任何方面产生误导，将立即以书面形式通知公司、保荐人兼整体协调人和
联席保荐人。
6.5 投资者理解，第6.1和6.2条中的保证、承诺、声明、同意、确认及承认应根据
（其中包括）香港法律及美国证券法的要求作出。投资者确认，公司、保荐人
兼整体协调人、联席保荐人、其他整体协调人、资本市场中介、承销商及其各
自的附属公司、代理、联属公司和顾问、以及其他人士将依赖第6.1和6.2条所载
的投资者保证、承诺、声明、同意、确认及承认的真实性、完整性和准确性，
且其同意，若第6.1和6.2条中的任何保证、承诺、声明、同意、确认及承认在任
何方面不再准确或完整或存在误导，将立即书面通知公司、保荐人兼整体协调
人和联席保荐人。
6.6 对于可能以任何方式对任何受偿方提出或提起的与投资者股份认购及其项下的
交易、投资者股份或本协议有关的（包括由投资者或其联属公司、代表、联系
人或合伙人违反或涉嫌违反本协议或本协议项下的任何作为或不作为或涉嫌的
作为或不作为）任何及全部损失、成本、费用、申索、行动、责任、法律程序
或损害赔偿以及受偿方可能就因前述各项提起的或由前述各项引起的与之有关
的任何申索、行动或法律程序或在该等申索、行动或法律程序的争议或抗辩中
蒙受或招致的任何及所有成本、费用、损失或开支，投资者同意并承诺投资者
将按要求向公司、保荐人兼整体协调人、联席保荐人、其他整体协调人、资本
市场中介及全球发售的承销商，各自为其自身以及受托为其各自的联属公司，
任何在证券法意义上对其有控制权的人，及其各自的高级管理人、董事、监事、
雇员、员工、联系人、合伙人、代理和代表（合称为“受偿方”）作出全额及有
效的补偿，并保证他们不承担任何责任（按照税后标准）。在所有情况下，本
第6.6条在本协议终止后继续有效。在任何情况下，本协议第 6.6 条的规定在本
协议终止后仍然有效。
6.7 投资者根据第6.1条、第6.2条、第6.3条、第6.4条、第6.5条及第6.6条（视乎情
况而定）作出的承认、确认、声明、保证和承诺应被理解为单独的承认、确认、
声明、保证或承诺，且应被视为于上市日期及（若适用）延迟交付日期重复作
出，并在本协议签署和履行后以及全球发售交割后继续有效。
6.8 公司声明、保证并承诺：
(a) 公司是按照其成立地法律正式成立和有效存续的企业；
(b) 公司拥有充分权力、授权和能力订立本协议和履行其于本协议项下的义
务，并已采取所需的一切行动；
(c) 受限于第4.2条规定的付款及第5.1条规定的禁止期限，当投资者股份根
据第4.4条交付予投资者时应为全额缴足股款、自由转让并不设有任何购
股权、留置、押记、按揭、抵押、申索、衡平权益、产权负担和其他第
三方权利，并与当时发行和将于联交所上市的H股享有同等权益；
(d) 公司及其控股东（定义见上市规则）、集团任何成员公司及其各自的
联属公司、董事、监事、高级管理人员、雇员和代理并无与投资者或其
联属公司或代理订立任何协议或安排（包括任何不符合上市规则（包括
上市指南第4.15章）的补充条款）；及
(e) 除本协议规定外，公司或集团任何成员公司或其各自的任何联属公司、
董事、监事、高级管理人员、雇员或代理均未就任何投资者股份与任何
政府机构或任何第三方达成任何安排、协议或承诺 。
6.9 公司承认、确认并同意，投资者将依赖国际发售通函所载资料，且投资者与在
国际发售中购买H股的其他投资者就国际发售通函享有相同的权利。
7.
终止
7.1 本协议可在下列情况下终止：
(a) 根据第3.2或4.6或4.7条终止本协议；
(b) 如投资者或投资者之全资附属公司(如投资者股份已根据上述第5.2条转
让)在国际发售交割之日或延迟交付日期（如适用）当日或之前严重违反
本协议（包括严重违反投资者在本协议项下的声明、保证、承诺和确
认），（尽管有任何与本协议相反的规定），仅公司或各保荐人兼整体
协调人和联席保荐人可终止本协议；或
(c) 经所有各方书面同意终止本协议。
7.2 在不影响第7.3条的情况下，如本协议按照第7.1条终止，各方无义务继续履行
其各自在本协议项下的义务（下文第8.1条规定的保密义务除外），在不影响在
该终止时或之前任何一方就本协议条款已对其他方产生的权利或责任的情况下，
各方在本协议项下的权利和责任（第6.6条及第11条规定的权利和责任除外）应
终止，任何一方不得向任何其他各方提出任何申索。
7.3 尽管本协议终止，第6.6条、投资者提供的赔偿和本协议中的相关条款，以及第
9.1条、第11条、第12条、第13条及第14条仍然有效。
8.
公布和保密
8.1 除本协议另有规定外，未经其他各方事先书面同意，任何一方不得披露与本协
议、本协议拟进行的交易或涉及公司、保荐人兼整体协调人、联席保荐人和投
资者的任何其他安排有关的资料。但是，尽管有上述规定，任何一方可在下列
情况下就本协议作出披露：
(a) 本协议可向联交所、证监会、中国证监会及/或对公司、保荐人兼整体协
调人及/或联席保荐人有监管权的任何其他监管机构披露，投资者背景以
及公司和投资者之间的关系可在公司将发出或代表其发出的公开文件以
及公司、保荐人兼整体协调人及/或联席保荐人就全球发售将发出或代表
其发出的销售、路演材料及其他公告中说明；
(b) 本协议可向各方的法律和财务顾问、审计师、其它顾问、联属公司、联
系人、董事、监事、高级管理人员及相关雇员、代表及代理披露，但仅
限于上述人员需要知道的范围内，但该方应 (i) 促使该方的该等法律、财
务及其他顾问、联属公司、联系人、董事、监事、高级管理人员及相关
雇员、代表及代理均获悉并遵守本协议所载的所有保密义务，及 (i) 就该
方的该等法律、财务及其他顾问、联属公司、联系人、董事、监事、高
级管理人员及相关雇员、代表及代理违反保密义务而承担责任；及
(c) 任何一方按任何适用法律、对该方有管辖权的任何政府机构或组织（包
括联交所、证监会及中国证监会）、证券交易所规则（包括根据公司
（清盘及杂项条文）条例和上市规则将本协议作为重大合约送交香港公
司注册处登记并提供本协议作为展示文件）或任何主管政府机构的任何
具有约束力的判决、命令或要求的规定可以其他方式作出披露。
8.2 投资者不得就本协议或任何本协议相关事宜作出其他提及或披露，除非投资者
已就该等披露的原则、形式及内容事先征求公司、保荐人兼整体协调人及联席
保荐人的事先书面同意。
8.3 公司应尽合理努力于发布前提供任何在公开文件中有关本协议、公司和投资者
之间的关系和关于投资者的基本背景资料，供投资者审阅。投资者均应配合公
司、保荐人兼整体协调人及联席保荐人，以确保该等公开文件提及的内容系属
真实、完整、准确且不存在误导，且没有在公开文件中省略重要信息，并及时
向公司、保荐人兼整体协调人和联席保荐人及其各自的律师提出意见并提供验
证文件。
8.4 投资者承诺，就第8.1条所述任何披露的准备，及时提供合理所需的全部协助
（包括提供公司、保荐人兼整体协调人或联席保荐人合理要求的与其本身、其
所有权（包括最终实益所有权及与公司的关系）、及/或在其他方面与本协议提
及事项相关的进一步信息及/或支持文件），以 (i) 在本协议日期后更新公开文件
中的有关投资者的描述并验证该等提及内容，并 (i) 使公司、保荐人兼整体协调
人及联席保荐人遵守适用的公司或证券登记规定及/或主管监管机构（包括联交
所、证监会、中国证监会）提出的要求。
9.
通知
9.1 所有本协议项下的通知均应以英文或中文书面形式作出，并以第9.2条规定的方
式送达至以下地址：
若送达公司：
地址： 上海市闵行区申长路虹桥绿谷B幢309室
邮件： liuliting@sic.c
收件人： 刘丽婷
若送达投资者：
地址： 香港西九龙柯士甸西1号环球贸易广场86层
邮件： vincent@dreamefund.com
收件人： 兰坤
若送达中金：
地址： 香港中环港景街1号国际金融中心第一期29楼
邮件： IB_PJ_216@cic.com.cn
收件人： Project 216 deal team
若送达中信证券：
地址： 香港皇后大道88号太古广场一座18层
邮件： project_216@clsa.com
收件人： 中信里昂 Project 216 团队
若送达中信里昂：
地址： 香港皇后大道88号太古广场一座18层
邮件： project_216@clsa.com
收件人： 中信里昂 Project 216 团队
9.2 本协议项下的任何通知均应由专人送递或电子邮件或以传真（如适用）或邮寄
（预付邮资）形式发送。任何通知通过专人送递的，视为在交付时送达；以传
真形式发送的，视为在收到传送确认书时送达；以电子邮件发送，如发件人传
送后未收到电子邮件未送达的消息；以预付邮资邮寄方式寄送的，在无证据表
明提早收到时，视为在寄出后48小时（若为航空邮寄则寄出后六天）送达。任
何通知在非营业日送达的应视为在该日期之后的下一个营业日送达。
10.
一般条款
10.1 各方均确认并声明，本协议已由其正式授权、签署并交付，并构成其合法、有
效且具有约束力的义务，并按照协议条款具有强制执行力。除公司就实施全球
发售可能要求的有关同意、批准和授权外，各方在履行各自在本协议项下的义
务时均无需取得其公司、股东或其他同意、批准或授权。各方均进一步确认其
能够履行本协议项下的责任。
10.2 除明显错误，公司、保荐人兼整体协调人及联席保荐人真诚地就投资者股份数
目和发售价及投资者根据本协议第4.2条需支付的金额所作的计算和确定，就本
协议而言，应为有决定性和约束力。
10.3 本协议规定的联席保荐人及保荐人兼整体协调人的责任为个别的（而非共同，
或共同连带）责任。联席保荐人或保荐人兼整体协调人均不因任何其他联席保
荐人或保荐人兼整体协调人未履行其在本协议项下的各自责任而承担法律责任，
且该等未履行不应影响任何其他联席保荐人或保荐人兼整体协调人强制执行本
协议条款的权利。尽管有上述规定，在适用法律允许的范围内，各联席保荐人
及保荐人兼整体协调人应有权单独或与其他联席保荐人及保荐人兼整体协调人
共同强制执行其在本协议项下任何或全部权利。
10.4 就本协议及本协议项下的交易而言或与本协议有关的需要或可能需要向第三方
发出的任何通知或第三方的任何同意及/或批准等方面，投资者、公司、保荐人
兼整体协调人及联席保荐人应予以配合。
10.5 本协议任何变更或修改在以书面形式作出并经所有各方或其代表签字后方可生
效。为避免疑义，对本协议的任何变更或修改均无需事先通知非本协议一方的
任何人或获得其同意。
10.6 本协议将仅以中文签署。
10.7 除相关各方书面同意的情况外，各方应承担各自在本协议项下产生的法律和专
业费用、成本或开支，但本协议项下拟进行交易所产生的印花税应由有关的转
让方/卖方以及相应的受让方/买方按相同份额承担。
10.8 时间是本协议的关键，但本协议中提及的任何时间、日期或期限均可通过各方
之间共同的书面协议予以延长。
10.9 即使按照第4条完成交割，本协议所有条款在能够获履行或遵守的情况下应持续
拥有完全效力和作用，但有关当时已履行的事项除外，且除非该等条款经各方
书面同意终止。
10.10 本协议构成各方之间与投资者投资公司相关的完整协议和谅解备忘录。本协议
将取代各方此前达成的与协议标的相关所有书面或口头承诺、保证、担保、声
明、通讯、谅解备忘录和协议。
10.11 在本第10.11条中另有规定的范围内，任何非本协议一方的人无权享有任何根据
合约（第三者权利）条例强制执行本协议任何条款的权利，但这不影响第三方
在合约（第三者权利）条例外存在或可获得的权利或救济：
(a) 受偿方可如同本协议一方以相同的程度强制执行和依赖第6.6条。
(b) 各整体协调人可强制执行(i)第6 条；及(i)本协议任何其他赋予该等整体
协调人权益的条款（但应在如同其为本协议一方的相同范围内）。
(c) 本协议的终止、撤销及本协议任何条款的修改、变更或放弃无需第
10.11(a)及10.11(b)条所述之人的同意。
10.12 各保荐人兼整体协调人及各联席保荐人均有权且在此获授权按其认为适当的方
式和条件（无论是否完成正式手续，也无需按规定就该转授向公司或投资者事
先发出通知），将其全部或任何相关权利、义务、权力和自由裁量权转授予其
一家或多家联属公司。尽管有任何上述转授，对获转授相关权利、义务、权力
及/或自由裁量权的任何联属公司的作为和不作为，该保荐人兼整体协调人或联
席保荐人根据本款仍须承担责任。
10.13 任何一方延迟或未能（全部或部分）行使或强制执行本协议或法律给予的任何
权利均不得视为放弃或豁免权利，也不得以任何方式限制该方进一步行使或强
制执行该权利或其他任何权利的能力，且单独或部分行使任何该权利或救济不
得排除其他或进一步行使该权利或救济或行使任何其他权利或救济。本协议规
定的权利、权力及救济是累积性的，并不排除任何权利、权力和救济（无论是
否依据法律或其他规定）。除非以书面形式作出并由放弃方签署，否则任何对
向对方追究违约责任的放弃均属无效，也不得暗示有该等放弃。
10.14 如任何时候，本协议任何条款在其任何方面，于任何司法管辖区的法律下，属
非法、无效或不可强制执行，不应影响或有损：
(a) 本协议任何其他条款在有关司法管辖区的合法性、有效性或可强制执行
性；或
(b) 本协议该条款或任何其他条款在任何其他司法管辖区法律下的合法性、
有效性或可强制执行性。
10.15 本协议仅对各方及其各自的继承人、执行人、管理人、继任者及被许可的受让
人具有约束力，且仅为各方及其各自的继承人、执行人、管理人、继任者和被
许可受让人的利益而适用，任何其他人均不得根据或凭借本协议取得或拥有任
何权利。除内部重组或重整外，任何一方均不得让与或转让本协议中的全部或
任何部分利益、权益或权利。本协议项下的义务不得转让。
10.16 在不损害其他各方就其蒙受的所有损失和损害向投资者提出申索的所有权利的
前提下，倘若投资者在上市日期当日或之前出现任何违反保证的行为，虽有与
本协议相反的规定，公司、保荐人兼整体协调人及联席保荐人有权解除本协议，
且各方在本协议项下的所有义务应立即终止。
10.17 每一方均向其他方承诺，其应签署并履行，且促使他方签署并履行本协议条款
生效所需的其他文件和行动。
10.18 每一方不可撤销且无条件地同意，可以通过附加电子签名的方式签署本协议，
前提是遵守适用法律，并且所使用的方法可靠且适合于传达文件中包含的信息
的目的。
11.
管辖法律和管辖权
11.1 本协议及各方之间的关系受香港法律的管辖并据香港法律解释。
11.2 因本协议或其违约、终止或无效产生或与之有关的任何争议、争端或索赔（“争
议”）均应根据提交仲裁申请之日有效的香港国际仲裁中心机构仲裁规则通过仲
裁解决。仲裁地为香港，仲裁程序的管辖法律为香港法。应有三名仲裁员，仲
裁程序用语为英语。仲裁庭的判定和裁决是终局的，且对各方均具约束力，可
在拥有管辖权的任何法院录入并强制执行，及各方不可撤销地及无条件地放弃
任何及所有任何形式的向任何司法当局提出上诉、复核或追索的权利（只要该
等放弃可有效作出）。尽管有前述规定，各方有权于任命仲裁庭之前从具有司
法管辖权的法院寻求临时禁令救济或其他临时救济。在不影响国家法院管辖下
可获得的临时救济的情况下，仲裁庭应有充分权限授予临时救济或命令各方请
求法院修改或撤销由该法院发出的任何临时或初步救济，及作出任何一方未能
遵守仲裁庭命令的损害赔偿裁决。
12.
豁免
12.1 如果在任何司法管辖区的任何法律程序（包括但不限于仲裁程序）中，投资者
已经或可以（基于主权或皇室地位或其他理由）为其自身或其资产、财产或收
入主张对以下各项的任何豁免权：诉讼、起诉、程序或其他法律流程（包括但
不限于仲裁程序），抵销或反诉，任何法院的司法管辖权，送达程序，任何判
决、决定、裁定、命令或裁决（包括但不限于任何仲裁决）的辅助程序或协
助执行，或对任何判决、决定、裁定、命令或裁决（包括但不限于任何仲裁
决）提供任何救济或强制执行的其他诉讼、起诉或程序，或如果在任何该等程
序中可能有归因于其本身或其资产、财产或收入的任何该等豁免（无论是否主
张），则各投资者特此不可撤销且无条件地放弃并同意不就该等程序申请或主
张任何该等豁免。
13.
法律程序文件代理人
13.1 投资者不可撤销地委任位于香港西九龙柯士甸西1号环球贸易广场86层的君宜
（香港）资本有限公司，为其和代表其接收香港程序中法律程序文件的送达。
该等送达在向法律程序文件代理人交付时视为完成（不论是否转发给投资者或
由投资者接收）。
13.2 如果出于任何原因，法律程序文件代理人不能够再担任或在香港不再有住址，
投资者不可撤销地同意委任公司、整体协调人及联席保荐人能够接受的替代法
律程序文件代理人，并于三十（30）日内向公司、整体协调人及联席保荐人交
付新任法律程序文件代理人接受委任的文件副本。
14.
协议副本
14.1 本协议一式多份，由各方签署单独副本。每份副本均视为正本，但所有副本共
同构成一份相同的法律文书。通过电子邮件附件（PDF）或者传真方式发送本
协议已签署副本的签字页，应视为有效的交付方式。
附表一
附表一
投资者股份
投资者股份的数量
投资者股份的数量应等于 (1)5000万港币（HK$50,000,000）（不包括投资者将就投资
者股份支付的佣金及征费）除以 (2) 发售价，四舍五入至最接近的100 H股整笔交易单
位数量。
根据上市规则第18项应用指引第4.2(a)段、上市指南第4.14章及联交所授予的豁免
（如有），如果香港公开发售出现超额认购，投资者将在本协议项下认购的投资者股
份数量可能会受到国际发售和香港公开发售之间H股重新分配的影响。如果香港公开
发售的H股总需求符合招股章程“全球发售架构—香港公开发售—重新分配”所载的情
况，投资者股份的数量可能减少以满足香港公开发售的公众需求。
另外，联席保荐人、保荐人兼整体协调人和公司可以其唯一及绝对酌情权调整投资者
股份数目的分配，从而满足上市规则的相关要求，包括但不限于 (i) 上市规则第8.08(3)
条的要求（该条款规定，于上市日期由公众人士持有的证券中，由持股量最高的三名
公众股东实益拥有的百分比，不得超过50%）； (i) 上市规则第8.08(1)条（被第
19A.13A条修订并取代）规定的最低公众持股量要求或联交所豁免的其他要求；(i) 上
市规则第8.08A条（被第 19A.13C条修订并取代）规定的最低自由流通量规定；及 (iv)
上市规则第18项应用指引3.2段（该条款规定，全球发售最初发售的股份总数的至少
40%必须分配予配售部份的投资者（基石投资者除外）。此外，保荐人兼整体协调
人和公司可自行决定调整投资者股份数量，以遵守上市规则附录F1（股权证券的配售
指引）。
附表二
附表二
投资者详情
投资者
注册地： 不适用
注册证编号： 不适用
营业执照号： 不适用
LEI号码： 不适用
地址、电话号码： 香港西九龙柯士甸西1号环球贸易广场86
层
+86 139 2340 1616
主营业务： 不适用
最终控股东： 不适用
最终控股东的注册地： 不适用
最终控股东的营业执照号和LEI号码： 不适用
最终控股东的主营业务： 不适用
股东及股东持有的权益： 不适用
投资者说明供载入招股章程： Mr. Lan Kun is a profesional individual
investor and is the founder, executive
director and major shareholder of Shenzhen
Dream’e Fund Management Co., Ltd. (深圳
君宜私募证券基金管理有限公司) and
Dream’e (HongKong) Capital Ltd. (君宜(香
港)资本有限公司), which primarily focus
on investments in IPO placings and
refinancing market. Mr. Lan Kun has ben
engaging in investment banking and aset
management for over 20 years, with
particularly stable and outstanding
investment performance in the hedge fund
management. Mr. Lan Kun is also the
founder of Shenzhen Left-up Charity
Foundation(深圳市尚佐慈善基金会). Mr.
Lan Kun is an Independent Third Party.
附表二
相关投资者类别（联交所的FINI 承配人
名单模板中所载或在FINI界面须披
露）：
基石投资人