01532 中国派对文化展示文件：重大合约 – 日期为二零二四年四月十七日的配售协议

Placing Agrement

Dated the 17

day of April 2024

CHINA PARTYTIME CULTURE HOLDINGS LIMITED

as Company

AND

FIRST SECURITIES (HK) LIMITED

as Placing Agent

PLACING AGREMENT

relating to up to

295,544,224 new shares

isued by

CHINA PARTYTIME CULTURE HOLDINGS LIMITED

THIS PLACING AGREMENT is made on the 17

day of April 2024

BETWEN

, a company

incorporated in the Cayman Islands with limited liability and having its registered

ofice situate at Windward 3, Regata Ofice Park, PO Box 1350, Grand Cayman

KY1-1108, Cayman Islands and having its place of busines in Hong Kong situate at

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

Hong Kong (the “Company”);

AND

, a company incorporated in Hong Kong with limited

liability with Busines Registration No. 06315364 and having its registered ofice is at

Rom 1708-10, 17/F., China Insurance Group Building, 141 Des Voeux Road Central,

Hong Kong (the “Placing Agent”).

The Company and the Placing Agent shal colectively be refered to as the “Parties” and each

individualy as a “Party” wherever apropriate hereunder.

WHEREAS:

(A) The Company has its isued ordinary shares (the “Shares”) listed on the Main Board

of The Stock Exchange of Hong Kong Limited (Stock Code: 1532), and imediately

prior to the execution of this Agrement, the Company has isued and aloted

1,477,721,120 Shares al of which are fuly paid up or credited as fuly paid up;

(B) The Placing Agent is licensed by the SFC to cary out and conduct Regulated Activities

Type 1 (dealing in securities) and Type 9 (aset management) under and pursuant to

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) under

Central Entity No. A347;

fabric care, personal hygiene and home care products busines; (i) setling the Group’s

indebtednes faling due within 12 months; and (i) its general working capital so as to

acomodate the operating cash flow neds to suport its busines operations.

(D) The Company is desirous of ofering the Placing Shares fre from any Encumbrance

(both being defined below) whatsoever for subscription and apoint the Placing Agent

on sole and exclusive basis to place and procure subscriptions for the Placing Shares

on a best efort basis subject to the terms and conditions hereinafter mentioned.

NOW IT IS HEREBY AGRED as folows:-

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agrement (including the Recital above), the folowing expresions shal, unles

otherwise specified or the context otherwise requires, have the folowing meanings:-

“Acting in

Concert”

has the meaning ascribed thereto in the Takeovers Code;

“Agrement” this placing agrement as amended, varied, modified or

revised from time to time in writing by the Parties;

“Asociate(s)” has the meaning ascribed thereto in the Listing Rules;

“Authority” any administrative, governmental or regulatory comision,

board, body, authority or agency, or any stock exchange, self-

regulatory organization 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 or foreign, and “Authorities” shal

be interpreted and construed acordingly;

“Board” the board of directors of the Company;

“Busines Day” any day (excluding Saturdays, Sundays, public holidays and

any day on which “extreme conditions” caused by super

typhons is anounced by the Government of Hong Kong or

a tropical cyclone warning No. 8 or above is hoisted or

remains hoisted betwen 9:00 a.m. and 12:00 non and is not

lowered at or before 12:00 non or on which a “black”

rainstorm warning signal is hoisted or remains in efect

betwen 9:00 a.m. and 12:00 non and is not discontinued at

or before 12:00 non) on which licensed banks generaly are

open for general busines in Hong Kong;

“CAS” the Central Clearing and Setlement System established and

operated by the Hong Kong Securities Clearing Company

Limited;

“Completion” the completion of the obligations of the parties under this

Agrement pursuant to Clause 4 and Schedule 1, which shal

take place on the Completion Date;

“Completion the date of Completion, which shal be the fifth Busines Day

after the date on which the Conditions have ben satisfied or

Date” fulfiled in acordance with this Agrement (or such other date

as the Company and the Placing Agent may agre in writing);

“Companies

Ordinance”

the Companies Ordinance (Chapter 622 of the Laws of Hong

Kong);

“CWUMP

Ordinance”

the Companies (Winding Up and Miscelaneous Provisions)

Ordinance (Chapter 32 of the Laws of Hong Kong);

“Conditions” the conditions precedent set out in Clause 2.1;

“Conected

Person(s)”

shal have the meaning ascribed thereto in the Listing Rules;

“Encumbrance” a mortgage, charge, pledge, lien, option, restriction, right of

first refusal, right of pre-emption, third-party right or interest,

other encumbrance or security interest of any kind, or any

other type of preferential arangement (including, without

limitation, a title transfer or retention arangement) having

similar efect;

“General

Mandate”

the general mandate granted by the Shareholders at the anual

general meting of the Company held on 9 June 2023 to the

Board to alot, isue and deal with up to 295,544,224 new

ordinary shares to be isued and aloted by the Company;

“Group” the Company and its subsidiaries and the expresion

“member of the Group” shal be interpreted and construed

acordingly;

“Company’s

Indemnified

Parties”

shal have the same meaning as set out in Clause 7.3(b);

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

“Hong Kong” the Hong Kong Special Administrative Region of the People’s

Republic of China;

“Indemnified

Parties”

shal have the same meaning as set out in Clause 7.3(a);

“Independent

Third Party”

a party which is not a Conected Person (as defined in the

Listing Rules) of the Company and which is independent of

(i) the Company and/or the Company’s Conected Persons,

and (i) the Placing Agent and/or the Placing Agent’s

Conected Persons;

“Law” 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”

the listing comite apointed by the Stock Exchange for

considering aplications for listing and aproving the listing

of and dealing with securities on the Stock Exchange;

“Listing Rules” the Rules Governing the Listing of Securities on the Main

Board of The Stock Exchange of Hong Kong Limited;

“Long Stop Date” means 3 May 2024 (or such other date as agred by the Parties

in writing), being the latest date on which al the Conditions

have to be satisfied or fulfiled;

“Place(s)” any investor who is an individual, corporate, institutional or

other investors selected and/or procured by or on behalf of the

Placing Agent as contemplated by this Agrement and is (i)

independent of the Company (and the Group), its Conected

Person(s) and their respective Asociate(s), and (i)

independent of and not parties Acting in Concert with any

persons, other Place(s) or Shareholders to the efect that any

Placing to such investor shal not triger any mandatory ofer

obligation under Rule 26.1 of the Takeovers Code, procured

by the Placing Agent to subscribe for the Placing Shares

pursuant to the Placing Agent’s obligations hereunder;

“Place List” the comprehensive list showing the name, adres (or registered

adres if a corporation), country of incorporation (if a

corporation) and other requisite information and particulars of

the respective Places as requested by the Authorities including

the Stock Exchange and/or the SFC and the number of Placing

Shares to be subscribed by each Place;

“Placing” the proposed placing of the Placing Shares under and in

acordance on the terms and subject to the conditions set out

in this Agrement;

“Placing

Comision”

shal have the same meaning as set out in Clause 6.1;

“Placing Leter” the leter (including the form of acknowledgement and the

registration form / delivery instructions) to be signed and

isued by the Placing Agent to the respective Place(s), which

leter shal be in the format and content as set out in Schedule

“Placing Period” the period comencing forthwith upon the execution of this

Agrement and expiring at 5:00 p.m. on 3 May 2024, or on

such later date as the Parties may agre in writing;

“Placing Price” HK$0.08 per Placing Share;

“Placing

Share(s)”

up to 295,544,224 new Shares to be aloted and isued by the

Company under the General Mandate and pursuant to the

terms and conditions of this Agrement on the Completion

Date, and the Placing Shares shal rank pari pasu in al

respects with the existing Shares then in isue;

“Procedings” shal have the same meaning as set out in Clause 7.3(a);

“Reimbursed

Expenses”

al SFC transaction levy, AFRC transaction levy, Stock

Exchange trading fe and CAS stock setlement fe as may

be payable by the Company in respect of the alotment and

isue of the Placing Shares to the Places and al Placing

Agent’s reasonable out-of-pocket expenses reasonably and

properly incured by the Placing Agent on actual incurence

basis and/or in which amount as may be agred betwen the

Parties in advance for and/or in relation to the Placing;

“RMB” Renminbi, the lawful curency of the People’s Republic of

China;

“SFC” the Securities and Futures Comision of Hong Kong;

“Shareholder(s)” holder(s) of the Shares from time to time;

“Shares” the ordinary shares in the Company;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Subsidiaries” has the meaning ascribed to it in the Listing Rules;

“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs

isued by the SFC; and

“Unplaced

Placing Shares”

such portfolio (if any) of the Placing Shares which are not, or

have not ben, subscribed by any Place under this Agrement

before expiration of the Placing Period.

1.2 Construction and Certain References

(a) References in this Agrement to persons include references to bodies corporate

and references to the singular include references to the plural and vice versa.

(b) Reference to Recital and Clauses are references to the recital and clauses of this

Agrement.

statute, statutory provision or the Listing Rules includes a reference to that

statute, statutory provision or the Listing Rules as from time to time amended,

extended or re-enacted.

(d) the Recitals and the Schedules shal form, and shal be demed to be, an integral

part of this Agrement and shal have the same force and efect as any other

provision herein.

1.3 Headings

Headings are inserted for convenience only and shal not afect the interpretation of

this Agrement.

2. CONDITIONS

2.1 Completion of the Placing is conditional upon al the folowing conditions being

fulfiled on or before the Long Stop Date:

(a) the pasing by the Board of resolutions to aprove this Agrement and the

transactions contemplated hereunder;

(b) the Listing Comite granting or agreing to grant aproval for the listing of, and

permision to deal in, al of the Placing Shares on the Stock Exchange; and

2.2 The Conditions contained in Clause 2.1 above canot be waived by any Party.

2.3 If the Conditions shal not have ben satisfied or fulfiled on or before the Long Stop

Date, or any of the force majeure event set out in Clause 8 shal have ocured, subject

to Clause 6.2, al obligations and responsibilities of the Placing Agent and those of the

Company hereunder shal cease and determine forthwith and no Party shal have any

claim whatsoever against the other Party in relation thereto save for any antecedent

breach of any obligation under this Agrement and without prejudice to the acrued

rights and liabilities of each Party.

3. APOINTMENT OF THE PLACING AGENT

3.1 Apointment

Subject to the provisions of this Agrement, the Company hereby apoints the Placing

Agent as the sole and exclusive agent for and in respect of the Placing to the exclusion

of al others and the Placing Agent, relying on the representations, waranties and

undertakings of the Company herein contained and subject to the conditions as herein

mentioned, agres to act as the sole and exclusive agent of the Company to procure not

les than six (6) Places to subscribe for the Placing Shares at the Placing Agent’s sole

discretion subject to the powers confered by the Company to the Placing Agent as set

out in Clause 3.2 of this Agrement at the agregate Placing Price provided that each

subscriber shal subscribe for not les than HK$50,000 for the Placing Shares at the

Placing Price (together with the SFC transaction levy, Stock Exchange trading fe,

CAS stock setlement fe and brokerage, if any) during the Placing Period on terms

and conditions set out in this Agrement on a best efort basis. Any transaction properly

and lawfuly caried out by the Placing Agent pursuant to this Agrement shal

constitute a transaction caried out at the request of the Company. The Company agres,

promptly on reasonable request by the Placing Agent, to execute or do, or procure that

there shal be executed and done, al such deds, documents and things as the Placing

Agent may dem necesary for such purposes.

3.2 Powers

The Company hereby confirms that this apointment confers on the Placing Agent al

powers, authorities and discretion on behalf of the Company which are lawfuly,

reasonably and properly necesary for, or reasonably incidental to, the Placing and the

conduct thereof, and the Company hereby irevocably agre to ratify and confirm

everything which the Placing Agent may lawfuly, reasonably and properly do in the

exercise of such powers, authorities and discretions under and/or in acordance with

this Agrement. The choice of Places and the amount of the Placing Shares to be

alocated to any particular Place shal be determined by the Placing Agent at its sole

and absolute discretion provided that each Place shal be an Independent Third Party

and subject to any objection the Stock Exchange and/or the SFC may have on any

particular person or company being or becoming a Place. Nonetheles, the Placing

Agent shal use its best endeavours to ensure that:

(a) each and every Place is an Independent Third Party and submit an independence

confirmation to the Stock Exchange relating to the independence of the Places;

(b) no Place or their respective ultimate beneficial owners shal become a substantial

shareholder (as defined in the Listing Rules) of the Company forthwith upon

Completion;

(d) the Placing Agent shal as son as practicable after Completion takes place and in

any event within the time limits (if any) imposed by the Stock Exchange and the

relevant regulatory authorities provide particulars of the Places to the Stock

Exchange direct, including names, adreses, number of Placing Shares acquired

and such other information as required by the Stock Exchange and/or the relevant

regulatory authority or governmental agency in Hong Kong for delivery to the

Stock Exchange and/or the relevant authority or governmental agency in Hong

Kong; and

(e) the format and content of the Placing Leter shal not be in breach of any term of

this Agrement.

3.3 Placed Placing Shares

Subject to Clause 3.4 below, the Placing Agent shal notify the Company in writing by

no later than one (1) Busines Day after expiration of the Placing Period, which

notification shal be in such format and content substantialy the same as that set out

in Schedule 4, of the agregate number of Placing Shares which have ben placed by

or on behalf of the Placing Agent to the Places under the Placing. For avoidance of

any doubt, the Placing Agent is not underwriting the Placing Shares or any portfolio

thereof, and under no circumstance shal the Placing Agent be required to purchase any

of the Placing Shares as principal.

3.4 Unplaced Placing Shares

In the event that, at the end of the Placing Period, there are any Unplaced Placing

Shares, the Parties’ obligations under this Agrement in respect of the Unplaced

Placing Shares shal cease and no Party shal have any claim against the other in respect

of any mater arising out of this Agrement in respect of the Unplaced Placing Shares

as if the Unplaced Placing Shares were not covered by this Agrement and were not

any part of the Placing Shares at al, except as otherwise provided in this Agrement

or for any antecedent breach of any obligation under this Agrement.

3.5 Isuance of Placing Shares

Subject to Clause 2, the Company shal upon Completion alot and isue to the

respective Places the Placing Shares fre from any and al Encumbrances whatsoever

and together with al rights ataching thereto, including the right to receive al

dividends declared, made or paid on or after Completion.

3.6 No Public Ofer of Placing Shares

The Placing Agent undertakes with the Company that:

(a) no Placing Shares shal be ofered to or placed in circumstances which would

constitute an ofer to the public in Hong Kong within the meaning of the

Companies Ordinance or in any other place or would result in a prospectus (as

defined in the CWUMP Ordinance) required to be isued by the Company or

in any maner in which the securities laws or regulations of any place may be

infringed or breached; and

(b) it shal not, directly or indirectly, ofer or sel any Placing Shares or distribute

or publish any documents in relation to the Placing in any country or

jurisdiction except under circumstances that wil result in ful compliance with

al aplicable laws and regulations and al ofers and sales of the Placing Shares

and the distribution and publication of any document relating thereto wil be

made in ful compliance with those laws and regulations.

3.7 Sub-Placing Agents

The Company hereby acknowledges that the Placing Agent, in performing its functions

under this Clause 3, may cary out the Placing itself and/or through the agency of such

other agents as the Placing Agent may agre with the Company. The Company

acknowledges the Placing Agent is authorised to apoint one or more sub-placing

agents as agred and confirmed by the Company and that such sub-placing agents shal

be agents of the Placing Agent in despatching documents relating to the Placing to the

Place(s) on the terms of and subject to the provisions of this Agrement and the

Company hereby authorises and confirms that it wil upon reasonable request by the

Placing Agent ratify and aprove al actions legaly, properly and reasonably taken or

to be taken by such agents and the Placing Agent in conection with the Placing in

acordance with or in reasonable anticipation of the terms and conditions of this

Agrement provided that al fes, comisions, costs, charges and expenses arising

from or in conection with the engagement of such agents shal be paid and borne

solely by the Placing Agent, and that the Company shal be indemnified by the Placing

Agent for or in relation to any los or damage being caused to the Company as a result

of or incidental to any apointment of sub-placing agent and/or any conduct, action,

negligence or omision to act on the part of any sub-placing agent. Subject to the terms

of this Agrement, the Placing Agent may enter into any agrements with any sub-

placing agent, but the Company shal not be, and shal not be regarded as, any party to

any such agrement with any sub-placing agent. The Placing Agent shal procure that

each and every sub-placing agent apointed by it shal comply with the same

obligations and responsibilities as are imposed on or asured by the Placing Agent as

stated in this Clause 3. The Company further acknowledges that such agents shal be

entitled to rely on the representations, waranties and undertakings contained in Clause

7 of this Agrement. The Placing Agent shal sign the Sub-Placing Leter in the form

which should be substantialy the same as that set out in Schedule 3 (including the

confirmation of aceptance) with the Places.

3.8 Agency

Without prejudice to any other provision herein, any transaction legaly, properly and

reasonably caried out by the Placing Agent (and any sub-placing agent refered to in

Clause 3.7) under and in acordance with this Agrement (and not as principal) on

behalf of the Company shal constitute a transaction caried out at the request of the

Company and as its agent and not in respect of the Placing Agent’s own acount and

the Placing Agent shal not be responsible for any los or damage to any persons

(including the Company) arising from any such transaction except for any los or

damage sufered or incured by any fraud, wilful default or gros negligence on the

part of the Placing Agent or its sub-placing agent and/or as a result, directly or

indirectly, of any breach or non-compliance by the Placing Agent (or any sub-placing

agent refered to in Clause 3.7) with its obligations under this Agrement (or any sub-

placing agrement with any sub-placing agent as refered to in Clause 3.7). The

Company, hereby acknowledges and agres that the Placing Agent is not acting as a

fiduciary, and owe no fiduciary duty whatsoever to the Company, and likewise, the

Placing Agent has no obligation to the Company with respect to the Placing except the

obligations expresly set forth in this Agrement.

4. COMPLETION

4.1 Subject to the fulfilment of the Conditions, Completion shal take place at 5:00 p.m.

(Hong Kong time) on the Completion Date at the Hong Kong ofice of the Company

(or at such other time and venue as agred betwen the Parties in writing) in acordance

with the completion mechanics as set out in Schedule 1.

4.2 In the event that either Party shal without any reasonable ground fail to do anything

required to be done by it under this Clause 4, without prejudice to any other right or

remedy available to the other Party, such other Party may:

(a) defer Completion to a day not more than ten (10) Busines Days after the date

initialy fixed for Completion (and so that the provision of this Sub-Clause (a) shal

aply to Completion as so defered); or

(b) proced to Completion insofar as is practicable but without prejudice to such other

Party’s right vis-a-vis the Party in default; or

4.3 If for any reason (other than any breach by the Placing Agent of its obligations

hereunder) the Placing is not completed, the Company shal remain liable for the

payment of the levy as refered to in Clauses 6.1.1(d) to the extent already incured but

the Company shal not be liable for any comision refered to in Clause 6.1.1(a) in

such case.

5. UNDERTAKINGS

5.1 Information

The Company hereby undertakes to provide the Placing Agent, at its reasonable request,

with al such information known to it or reasonably ought to be known to it after having

made al reasonable enquires and relating to the Company as may be reasonably

required by the Placing Agent in conection with the Placing whether or not for the

purpose of complying with al requirements of aplicable Law or of the Stock

Exchange or of the SFC.

5.2 Significant Change

The Company shal procure that particulars of every significant new factor known to

it which is in its reasonable opinion capable of materialy adversely afecting

asesment of the Placing Shares in the context of the Placing which arises from the

execution of this Agrement until the Completion Date shal be promptly notified and

provided to the Placing Agent.

5.3 Further Asurance

Without prejudice to the foregoing obligations, the Company undertakes with the

Placing Agent that it shal do al such other acts and things as may be reasonably

required to be done by it to cary into efect the Placing in acordance with the terms

of this Agrement.

6. PAYMENT OF FES, COMISIONS AND EXPENSES

6.1 Fes, Comisions and Expenses

6.1.1 In consideration of the services of the Placing Agent in relation to the Placing,

the Company shal pay to the Placing Agent such amounts as set out hereunder,

and the Placing Agent shal be entitled to deduct such amounts pursuant to

paragraph 2 of Schedule 1:

(a) subject to Completion having taken place, the Company shal pay to the

Placing Agent a placing comision, in HKD, which shal be equivalent

to one and two tenths per cent. (1.2%) of the agregate amount of the

Placing Price multiplied by the number of Placing Shares placed by the

Placing Agent during the Placing Period or a minimum comision of

HK$400,000 (the “Placing Comision”), and the Placing Agent is

hereby irevocably authorised to deduct from the payment to be made by

it to the Company at Completion pursuant to paragraph 2 of Schedule 1

for setlement and discharge of the Placing Comision;

(b) the Company shal reimburse the Placing Agent for the Reimbursed

Expenses;

Placing Agent the Reimbursed Expenses, and the Placing Agent is

hereby irevocably authorised to deduct from the payment to be made by

it to the Company at Completion pursuant to Schedule 1 for setlement

and discharge of the Reimbursed Expenses; and

(d) SFC transaction levy, AFRC transaction levy, Stock Exchange trading

fe and CAS stock setlement fe, if any, as may be payable by the

Company in respect of the alotment and isue of the Placing Shares to

the Places or, where apropriate, the Placing Agent or its nomine,

which amounts the Placing Agent are hereby authorised to deduct from

the payments to be made by it to the Company pursuant to Schedule 1

for the purposes of paying on the Company’s behalf such costs, charges,

fes and expenses.

6.1.2 The failure of the Placing Agent for whatever reasons to deduct the relevant

amounts from the proceds of the Placing at Completion as set out in Sub-

Clause 6.1.1 shal not relieve the Company of its liability to pay the Placing

Agent for such amounts which, to the extent not deducted from the proceds of

the Placing acording to Sub-Clause 6.1.1, shal be paid by the Company to the

Placing Agent not later than 7 Busines Days from the date of receipt by the

Company of a writen request from the Placing Agent for the payment of such

amounts from time to time.

6.2 Brokerage

The Company hereby acknowledges that, in adition to the comisions, costs,

charges and expenses refered to in Clause 6.1, the Placing Agent shal be entitled to

kep for its own acount any brokerage fes that it may receive from the Places.

6.3 Payment

Al payments to be made by the Company pursuant to this Clause 6 shal be made in

ful without any set-of, deduction or witholding whatsoever. Further, al amounts

payable to the Placing Agent or its afiliates under this Agrement (if any) shal be

exclusive of taxes. As such, the Company shal pay such aditional amount as may be

necesary in order that, after deduction or witholding for or on acount of any present

or future tax, every payment to the Placing Agent or its afiliates shal not be les than

the amount to which the Placing Agent or its afiliates shal be entitled.

6.4 Company’s Expenses

The Company shal be liable for the costs and expenses of its own legal and other

profesional advisers and out-of-pocket expenses incured in conection with the

Placing.

6.5 Placing Agent’s Legal Fes

The Company shal be liable for the reasonable legal fes properly incured by the

Placing Agent in the preparation of this Agrement and conducting the Placing as

contemplated under this Agrement.

7. REPRESENTATIONS, WARANTIES AND UNDERTAKINGS

7.1 Representations and Waranties

7.1.1 In consideration of the Placing Agent entering into this Agrement and agreing

to perform its obligations hereunder, the Company represents and warants to

the Placing Agent that:

(a) each member of the Group is duly incorporated and is validly existing

under the laws of its incorporation, is not in liquidation or receivership

and has ful power and authority to own its properties, to conduct its

busines and is lawfuly qualified to do busines in those jurisdictions

in which busines is conducted by it;

(b) the entire portfolio of isued ordinary shares in the Company is listed

on the Main Board of Stock Exchange, and apart from ordinary shares,

the Company has not isued or aloted any other clas of shares;

in al respects, including as to the right to receive al dividends and other

distributions which may be declared made or paid after Completion and

wil be isued fre and clear of al Encumbrances;

(d) subject to the fulfilment of the Conditions, the Company has ful power

and authority to isue the Placing Shares and to enter into and perform

its obligations under this Agrement. This Agrement has ben duly

authorized, executed and delivered by the Company and constitutes

valid and legaly binding obligations of the Company enforceable in

acordance with its terms;

(e) subject to the fulfilment of the Conditions set out in Clause 2.1, the isue

of the Placing Shares wil not cause any breach of any agrement to

which it is a Party or by which it is bound and wil not infringe or exced

any limits on, powers of; or restrictions on or the terms of any contract,

obligation or comitment of the Company, the efect of such breach is

to materialy and adversely afect the financial condition of the Group

(taken as a whole); and

(f) the Company wil duly comply with the obligations imposed upon it by

its constitutional documents, the Listing Rules and al aplicable laws

and regulations in respect of or by reason of the maters contemplated

by this Agrement.

7.1.2 In consideration of the Company entering into this Agrement and agreing to

perform its obligations hereunder, the Placing Agent represents and warants to

the Company that:

(a) the Placing Agent is duly incorporated and is validly existing under the

laws of its incorporation, is not in liquidation or receivership and has ful

power and authority to own its properties, to conduct its busines and is

lawfuly qualified to do busines in those jurisdictions in which busines

is conducted by it;

(b) the Placing Agent has obtained al corporate authorisations and al

governmental, statutory, regulatory or other consents, licences and

authorisations required to empower it to enter into and perform its

obligations under this Agrement where failure to obtain them would

adversely afect its ability to enter into and perform its obligations under

this Agrement to which it is a party; and

Placing Agent and constitutes valid and legaly binding obligations of

the Placing Agent enforceable in acordance with its terms.

7.2 Repetition

7.2.1 The representations and waranties set out in Clause 7.1.1 are given as at the

date hereof and shal be demed to be repeated by the Company on the Long

Stop Date and the Completion Date, as if given or made on such date, with

reference in each case to the facts and circumstances then subsisting. The

Company undertakes to inform the Placing Agent of any mater or event

coming to its atention prior to the Completion Date which would, or would

reasonably be considered to, render or have rendered any of the representations

and waranties set out in Clause 7.1.1 untrue, inacurate or misleading in any

material respect.

7.2.1 The representations and waranties set out in Clause 7.1.2 are given as at the

date hereof and shal be demed to be repeated by the Placing Agent on the

Long Stop Date and the Completion Date, as if given or made on such date,

with reference in each case to the facts and circumstances then subsisting. The

Placing Agent undertakes to inform the Company of any mater or event

coming to its atention prior to the Completion Date which would, or would

reasonably be considered to, render or have rendered any of the representations

and waranties set out in Clause 7.1.2 untrue, inacurate or misleading in any

material respect.

7.3 Indemnity

(a) The Company undertakes to indemnify the Placing Agent and its directors,

oficers, employes, agents, advisors and representatives which shal have ben

involved in efecting the Placing (the “Indemnified Parties”) on demand

against al or any claim, actions, liabilities, demands, procedings,

investigations or judgements (the “Procedings”) brought or established

against or threatened to be brought or established against any of the

Indemnified Parties by any purchaser of any of the Placing Shares or by any

Authority or any other person, directly or indirectly arising out of or in

conection with the Placing or any breach or aleged breach of the

representations, waranties and undertakings by the Company set out in

Clauses 7.1.1 and 7.2.1 above and against al reasonable loses and al

reasonable costs, charges and expenses (including reasonable legal fes as they

are properly and reasonably incured) which any of the Indemnified Parties

may sufer or incur (including al such reasonable loses, costs, charges or

expenses sufered or incured in disputing or defending any Procedings),

except for any los, costs, charge or expenses sufered or incured by the fraud,

wilful default or gros negligence on the part of the relevant Indemnified Party.

(b) The Placing Agent undertakes to indemnify the Company and its directors,

oficers, employes, agents, advisors and representatives which shal have ben

involved in efecting the Placing (the “Company’s Indemnified Parties”) on

demand against al or any Procedings brought or established against or

threatened to be brought or established against any of the Company’s

Indemnified Parties by any purchaser of any of the Placing Shares or by any

Authority or any other person, directly or indirectly arising out of or in

conection with the Placing or any breach or aleged breach of the

representations, waranties and undertakings by the Placing Agent set out in

Clauses 7.1.2 and 7.2.2 above and against al reasonable loses and al

reasonable costs, charges and expenses (including reasonable legal fes as they

are properly and reasonably incured) which any of the Company’s Indemnified

Parties may sufer or incur (including al such reasonable loses, costs, charges

or expenses sufered or incured in disputing or defending any Procedings),

except for any los, costs, charge or expenses sufered or incured by the fraud,

wilful default or gros negligence on the part of the relevant Company’s

Indemnified Party.

7.4 Ful Force and Efect

Clause 7.3 shal remain in ful force and efect notwithstanding completion of the

Placing or any premature termination of this Agrement (whichever shal be

apropriate).

7.5 Further Asurance

7.5.1 The Company shal use its best endeavours at any time prior to or on the

Completion Date not to do or omit to do anything which may cause any of the

representation and waranties made by it and set out in Clause 7.1.1 to be untrue

in any respect.

7.5.2 The Placing Agent shal use its best endeavours at any time prior to or on the

Completion Date not to do or omit to do anything which may cause any of the

representation and waranties made by it and set out in Clause 7.1.2 to be untrue

in any respect.

7.6 No Release

Any liability to the Placing Agent hereunder may in whole or in part be released

compounded or compromised and time or indulgence may be given by the Placing

Agent as regard, any person under such liability without prejudicing the Placing

Agent’s rights against any other person under the same or a similar liability.

8. FORCE MAJEURE

If at any time betwen the execution of this Agrement and up to 8:00 p.m. on the

Completion Date, the folowing ocurs:

(a) there is any change in national, international, financial, exchange control,

political, economic conditions in Hong Kong which in the reasonable opinion

of the Placing Agent would be materialy adverse in the consumation of the

Placing; or

(b) there is any breach of the waranties, representations and undertakings given

by the Company in this Agrement and such breach is considered by the

Placing Agent on reasonable grounds to be material in the context of the

Placing; or

in market conditions which in the reasonable opinion of the Placing Agent

would materialy and prejudicialy afect the Placing or makes it inadvisable or

inexpedient for the Placing to proced,

then the Placing Agent may, in its reasonable opinion, after consultation with the

Company, terminate this Agrement by giving notice in writing to the Company at any

time up to 8:00 a.m. on the Completion Date.

The Company may, in its reasonable opinion, after consultation with the Placing Agent,

terminate this Agrement by notice in writing to the Placing Agent at any time up to

8:00 a.m. on the Completion Date if there is a breach of the waranties, representations

and undertakings given by the Placing Agent in the Placing Agrement and such breach

is considered by the Company on reasonable grounds to be material.

If this Agrement shal be terminated pursuant to this Clause 8, al liabilities of the

Parties to this Agrement shal cease and determine and no Party shal have any claim

against the other Party in respect of any mater or thing arising out of or in conection

with this Agrement save in respect of any antecedent breach of any obligation under

this Agrement.

9. TIME OF THE ESENCE

Any time, date or period mentioned in this Agrement may be extended by mutual

agrement of the Parties in writing but, as regards any time, date or period originaly

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

10. CONFIDENTIALITY

10.1 Each Party irevocably undertakes with the other Party that it wil not at any time (save

as required by the Listing Rules, any Law or upon request by the Stock Exchange)

make any anouncement on the Placing or in conection with this Agrement unles

the other Party shal have given its prior writen consent to such anouncement (which

consent shal not be unreasonably witheld or delayed and may be given either

generaly or in a specific case or cases and may be subject to conditions).

10.2 No public anouncement or comunication of any kind shal be made on the Placing

or in respect of this Agrement unles specificaly agred betwen the Parties or unles

an anouncement is required pursuant to the Listing Rules, any Law or upon request

by the Stock Exchange.

11. NOTICES

11.1 Adreses

Al notices delivered hereunder shal be in writing in the English language and shal

be comunicated to the folowing adreses:

If to the Placing Agent, to:

FIRST SECURITIES (HK) LIMITED

Adres : Rom 1708-10, 17/F., China Insurance Group Building, 141 Des Voeux

Road Central, Hong Kong

Facsimile : (852) 2865 6730

Atention : Marko Tsui

If to the Company, to:

CHINA PARTYTIME CULTURE HOLDINGS LIMITED

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

Kowlon Hong Kong

Facsimile : (852) 3013-8913

Atention : The Board of Directors

11.2 Service

Any such notice shal be served either by hand or by facsimile. Any notice shal be

demed to have ben served, if served by hand, when delivered and if sent by facsimile,

on receipt of the confirmation of sucesful transmision. Any notice received on a day

which is not a Busines Day shal be demed to be received on the next Busines Day.

12. WAIVER

No failure or delay by any Party in exercising any right, power or remedy under this

Agrement shal operate as a waiver thereof, nor shal any single or partial exercise of

the same preclude any further exercise thereof or the exercise of any other rights, power

or remedy. Without limiting the generality of the foregoing, no waiver by any Party of

any breach of any provision hereof shal be demed to be a waiver of any subsequent

breach of that or any other provision hereof.

13. GENERAL PROVISIONS

13.1 Agrement Binding

This Agrement supersedes al and any previous agrements, arangements or

understanding betwen the Parties relating to the maters refered to in this Agrement

and this Agrement constitutes the entire agrement betwen the Parties with respect

to its subject mater and no variation of this Agrement shal be efective unles made

in writing and signed by al Parties. Further, this Agrement shal be binding on and

enure for the benefit of the Parties and, subject to Clause 13.2, each Party’s sucesors

and permited asigns.

13.2 Asignment

Save and except otherwise than in acordance with Clause 3.7, no Party hereto shal

asign any of its rights under this Agrement (al of which shal be incapable of

asignment) or purport to do so.

13.3 Variation

No variation, revision, amendment or suplement of or to this Agrement shal be

efective unles such variation, revision, amendment or suplement is agred by the

Parties in writing. Further, no variation, revision, amendment or suplement of or to

this Agrement shal constitute a general waiver of any provision herein, nor shal it

afect any acrued right, obligation or liability of any Party under or pursuant to this

Agrement, and the rights and obligations of the respective Parties under or pursuant

to this Agrement shal remain in ful force and efect except and only to the extent

that they are so varied, revised, amended or suplemented.

13.4 Severability

Any provision of this Agrement shal be severable, and if for any reason any provision

of this Agrement is declared by any court of Hong Kong to be invalid, unenforceable

or ilegal under any Law, then, to the fulest extent permited by the Law, such invalidity,

unenforceability or ilegality shal not impair the operation of or afect those portions

of this Agrement which are valid, enforceable and legal.

13.5 Rights Cumulative

The rights and remedies provided in this Agrement are cumulative and not exclusive

of any rights or remedies provided by Law.

13.6 Execution

This Agrement may be executed in any number of counterparts and by the Parties on

separate counterparts, each of which is an original, but al of which together constitute

one and the same instrument.

14. GOVERNING LAW, JURISDICTION AND MISCELANEOUS

14.1 Governing Law

This Agrement shal be regulated and governed by, and shal be construed in

acordance with, the laws of Hong Kong, and the Parties hereby irevocably submit to

the jurisdiction of the courts of Hong Kong.

14.2 Counterparts

This Agrement may be executed by the Parties in 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.

14.3 No Third Party Rights

Any person who is not a Party shal have no right under the Contract (Rights of Third

Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or enjoy the

benefit of any term of this Agrement.

AS WITNES the hands of the duly authorised representatives of the Parties on the day and

year first before writen.

The Company

SIGNED by )

Xu Chengwu )

for and on behalf of )

CHINA PARTYTIME CULTURE )

HOLDINGS LIMITED )

in the presence of : )

The Placing Agent

SIGNED by )

Wong Wah )

for and on behalf of )

First Securities (HK) Limited )

in the presence of : )

Schedule 1

Completion Mechanics

1. The Company’s Obligations:

The Company shal, at 5:00 p.m. (or such other time as agred betwen the Parties in

writing) on the Completion Date,

(A) alot and isue the Placing Shares in acordance with Place List (with such

further information and/or particulars of or relating to each Place as is

reasonably required to enable the share registrars of the Company to isue

definitive certificates for the relevant Placing Shares);

(B) procure the names of the Places (or where apropriate, HKSC Nomines

Limited or other nomines) to be entered into the register of members of the

Company with respect to such portfolio of Placing Shares subscribed by each

such Place; and

despatched, or delivered through CAS for imediate credit to such stock

acounts as shal be notified by the Placing Agent to the Company no later than

5:00 p.m. on the Busines Day imediately preceding the Completion Date.

2. The Placing Agent’s obligations:

Subject to Clause 6 of the Agrement, the Placing Agent (or its nomines or agents)

and/or the Places shal at Completion make or procure the making of payments in

HKD and/or RMB to the banking acount designated by the Company (as notified by

the Company to the Placing Agent not les than two (2) Busines Days before the

Completion Date) the agregate Placing Price of the Placing Shares (up to 295,544,224

Placing Shares) for which the Placing Agent has procured subscription under the

Placing during the Placing Period after deducting therefrom the amounts refered to in

Clause 6 of the Agrement, and the payment of the above amounts shal constitute a

ful and complete discharge of the obligations of the Placing Agent hereunder.

Schedule 2

Form of Placing Leter

[Leterhead of the Placing Agent]

[Date]

To : [name of Places]

[adres of Places]

Dear Sirs,

Re : China Partytime Culture Holdings Limited (the “Company”)

Placing of up to 295,544,224 new Shares isued by the Company (the “Placing”)

We refer to our recent telephone conversation during which an oral contract was concluded

betwen us (acting on behalf of Company) and you whereby you agred, on the terms and

conditions stated below, to subscribe for [*] new Shares to be isued by the Company (the

“Relevant Shares”). Under a placing agrement dated 17 April 2024 (the “Placing

Agrement”) made betwen ourselves (as the sole and exclusive placing agent) and the

Company, we, as the sole and exclusive placing agent, have agred to place up to 295,544,224

new Shares to be isued by the Company on a best efort basis during the period betwen the

date of the the Placing Agrement and expiring at 5:00 p.m. on 3 May 2024 (both days

inclusive). Completion of the Placing shal be subject to the satisfaction or fulfilment (or

waiving, whichever shal be apropriate) of such conditions precedent as set out in Clause 2 of

the Placing Agrement (the “Conditions”).

The Placing Agrement, and therefore the Placing, may be terminated if the Conditions are not

fulfiled by 3 May 2024 or the ocurence of any force majeure event enlisted in Clause 8 of

the Placing Agrement, in which case our contract with you shal also be terminated. Subject

to fulfilment of the Conditions, completion of the Placing shal take place on the fifth Busines

Day after the date on which the Conditions has ben satisfied or fulfiled in acordance with the

Placing Agrement (or such other date as the Company and us may agre in writing) (the

“Completion Date”).

1. Unles the context requires otherwise, capitalized terms defined in the Placing

Agrement shal have the same meanings when used in this leter.

2. The total consideration payable for the Relevant Shares is HK$1.002585 (together with

the SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015%, Stock

Exchange trading fe of 0.00565% and brokerage of 0.25% if aplicable) (colectively,

the “Subscription Money”).

3. You wil make available to us as son as posible and, in any event, for value in cleared

and available funds at such time and on such date as we shal notify you one busines

day before, the ful amount of the Subscription Money to the folowing acount:

Name of the bank : [*]

Acount name : [*]

Acount number : [*]

Reference : [*]

4. If there is any delay in payment of the Subscription Money, we may at our option:

(a) charge you a default interest at the interest rate per anum of [*] per cent. above

the PRIME lending rate quoted by The Hong Kong and Shanghai Banking

Corporation Limited on the date faling imediately after the due date specified

in paragraph 3 above, calculated on a daily acrued basis; and/or

(a) terminate the contract recorded in this leter and in such event al obligations

and liabilities on the part of the Company or ourselves arising in conection

herewith shal cease and terminate but without prejudice to any claim which the

Company or we may have against you arising out of your failure to comply with

your obligations hereunder; and/or

(b) to pay on your behalf the whole of the Subscription Money, to acept delivery

of the Relevant Shares or any of them (whether in your name or in our name (as

your nomine), and at our absolute discretion at any time pledge such Relevant

Shares or any of them as security and sel the Relevant Shares to repay al or

part of the Subscription Money owed by you to us. We wil charge you for any

deficit including our expenses in conection therewith but without prejudice to

any claim which the Company or the relevant lender or we may have against

you arising out of your failure to comply with your obligations hereunder and

you shal remain liable for any deficit.

5. The Placing of the Relevant Shares is subject to the conditions set out in the Placing

Agrement. You have acknowledged your obligation to subscribe for the Relevant

Shares is binding, irevocable and unconditional except in the event that the conditions

to which the Placing is subject to has not ben fulfiled in acordance with the terms of

the Placing Agrement, your obligation to subscribe for the Relevant Shares wil cease

and the amount paid by you hereunder wil be repaid to you without interest.

6. By agreing to subscribe for the Relevant Shares, you have represented and

acknowledged your agrement that :

(a) your agrement to subscribe for the Relevant Shares constitutes your

irevocable instruction and authority to us (or some person nominated by us for

such purpose) on your behalf to complete and/or execute any documents and

generaly do al such other things as we (or such nominated person) may

consider necesary or desirable in conection with your subscription of the

Relevant Shares and to efect registration of the Relevant Shares in your name

(or name of your nomines) and otherwise to give efect to your subscription of

the Relevant Shares; you wil on demand indemnify and kep indemnified the

Company and us and our respective afiliates, and our respective oficers, agents,

advisors and employes, for loses or liabilities incured by any of them arising

out of or in conection with any breach of the oral contract to subscribe for the

Relevant Shares constituted by our telephone conversation, or any other breach

of your obligations hereunder;

(b) you had at al material times and stil have ful power and authority to enter into

the contract recorded in this leter to subscribe for the Relevant Shares for your

own acount or for the acount of one or more persons for whom you exercise

investment discretion and your oral agrement to do so as record herein

constitutes your valid and legaly binding obligation and is enforceable in

acordance with its terms;

aplicable in your jurisdiction and you have obtained or wil obtain any consent,

aproval or authorization required for you to subscribe for and acept delivery

of the Relevant Shares and to ensure that no obligations are imposed on the

Company or us in any jurisdiction as a result of such action;

(d) you wil acknowledge the confidential nature of the maters to which the Placing

relates and, acordingly, you wil not disclose the existence or the contents of

this leter or any related mater to any third party without our prior writen

consent;

(e) you wil comply strictly with the terms of this leter and the enclosed Form of

Acknowledgement;

(f) you agre that neither we nor any of our oficers or employes has any authority

to make any representation or waranty, expres or implied, with respect to the

information contained in this leter, nor shal any such person be liable to you

under the Placing in respect of the information contained herein or the basis of

any of the opinions expresed herein or for any omision or inacuracy

contained herein. By counter-signing the enclosed copy of this leter and

returning it to us, you acknowledge and agre the foregoing and that we have

not made any waranty, representation recomendation as to the merits of the

Relevant Shares, purchase or ofer thereof, or as to the conditions, financial or

otherwise, of the Company or its subsidiaries or as to any other mater relating

thereto or in conection therewith. Nothing herein shal be construed as a

recomendation to you to subscribe for the Relevant Shares. You confirm that

you have not relied on any statement, opinion or representation made by us to

induce you to subscribe for the Relevant Shares and that you have and wil

continue to make you own apraisal of the Placing of the Relevant Shares and

the other maters refered to in this Placing Leter. You confirm that you have

relied upon your own investigations and resources in deciding to invest in the

Relevant Shares;

(g) you have confirmed that you or in the case where you are acting on behalf of a

principal, the ultimate subscriber(s) of the Relevant Shares, are (a) independent

of and not conected with the Company (and its subsidiaries), its Conected

Person(s) and their respective Asociate(s) and (b) are independent of and not

be parties Acting in Concert with any persons, other place(s) or shareholders

of the Company to the efect that any placing of the Relevant Shares to you or

your principal shal not triger any mandatory ofer obligation under Rule 26.1

of the Takeovers Code;

(h) your agrement to subscribe for the Relevant Shares shal constitute your

irevocable instruction that the registration of al such Relevant Shares in respect

of which this aplication is acepted and shal be recorded in the Company’s

certificates for the Relevant Shares;

(i) you wil suply us, imediately upon notification, with such information as

may be requested by The Stock Exchange of Hong Kong Limited and the

Securities and Futures Comision;

(j) you irevocably authorize us to produce this leter to any interested party in any

administrative or legal proceding or oficial enquiry with respect to the maters

covered herein; and

(k) you hereby undertake that you or in the case where you are acting on behalf of

a principal, the ultimate subscriber(s) of the Relevant Shares, are/is independent

from the Company or its subsidiaries, the directors, chief executive or

substantial shareholder of the Company and are not persons who are/is

“conected person(s)” or “asociate(s)” of the Company, the directors, chief

executive or substantial shareholders as defined under the Listing Rules and not

Acting in Concert with any of the substantial shareholders of the Company. You

also undertake to suply us with al the necesary information regarding the

identity of the places promptly as and when required by the Authorities in

Hong Kong.

7. You have confirmed that as at the date hereof none of you and any of your sub-place

have any interest in the capital of the Company provided that where you and/or any of

your sub-place has an interest in the capital of the Company, you confirm that such

interests have ben fuly and acurately disclosed in the Form of Acknowledgement.

8. Any information suplied by you on the Form of Acknowledgement or otherwise in

conection with the Placing may be “personal data” for the purpose of the Personal

Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “Ordinance”).

To aply for the Relevant Shares, you must provide personal data requested and if

necesary information is not suplied it may result in delay in the procesion of your

aplication or your aplication may not be considered. It may also prevent or delay

registration of any Relevant Shares which you have sucesfuly aplied for in your

name or as you may direct and/or dispatch the certificates to which you are entitled.

You agre and acknowledge that :

(a) the personal data (if any) which you provide to use in conection with the

Placing may be used, held and/or stored (by whatever means) :

(i) in conection with the Placing;

(i) maintaining or updating the relevant register of holders of securities of

the Company;

(i) making disclosures as required by law, regulations or rules (whether

statutory or otherwise) or regulators;

(iv) other purposes incidental or asociated with the above and/or to enable

the Company and its registrars to discharge their obligations to holders

of securities and/or to enable us and the Company to discharge their

obligations to regulators;

(b) the personal data provided to us wil be kept confidential but the Company, its

registrars and us, may to the extent necesary for achieving the purposes

mentioned in 9(a) above or any of the above said person, makes such enquires

as it considers necesary to confirm the acuracy of the personal data provided

and in particular it may disclose, obtains transfer (whether within or outside

Hong Kong) such personal data to, from or with any and al of the folowing

persons and entities:

(i) the Company or its agents such as overseas registrar or their profesional

adviser;

(i) any agents, contractors or third party service providers who ofer

administrative, telecomunications computer, payment or other

services to the Company and/or the registrars of the Company in

conection with the operation of their respective busines;

(i) any regulatory or governmental bodies;

(iv) any other persons or institutions which holders of securities have or

propose to have dealings, such as bankers, solicitors or stockholder;

registrars of the Company hold your personal data, to obtain a copy of that data,

and to corect any data that is inacurate;

(d) the Company and the registrar of the Company have the right to charge a

reasonable fe for the procesing of any data aces request. Al requests for

aces to data or corection of data or for information regarding policies and

practices and kinds of data held should be adresed to us for the atention of

Compliance Oficer, the Company for the atention of the Company Secretary

or (as the case may be) the registrars of the Company for the atention of the

Privacy Compliance Oficer.

9. By signing the enclosed Form of Acknowledgement, you hereby agre, confirm and

acknowledge that,

(a) you have not relied on any information, representation or waranty suplied or

made by or on behalf of ourselves, the Company or any other party involved in

the Placing;

(b) you have received al information you believe is necesary or apropriate in

conection with you purchase of the Relevant Shares;

2024 as required by the Listing Rules, no disclosure document, placing

document or prospectus has ben prepared in conection with the Placing;

(d) time is the esence in relation to the agrement constituted by your aceptance

of our ofer;

(e) you have not relied on any investigation that we or any of our afiliates or any

persons acting on our or their behalf may have conducted with respect to the

Relevant Shares or the Company, and none of such persons has made any

representation to you, expres or implied, with respect to the Relevant Shares

or the Company; you have conducted your own investigation with respect to the

Relevant Shares and the Company including, without limitation, the income tax

consequences of purchasing, owning or disposing of the Relevant Shares in light

of your particular situation and tax residence(s) as wel as any consequences

arising under the laws of any other taxing jurisdiction;

(f) the Shares (or the Shares, subject to the having become efective) are listed on

the Stock Exchange and that the Company is therefore required to publish

certain busines and financial information in acordance with the rules and

practices of the Stock Exchange and that you are able to obtain or aces such

information without undue dificulty;

(g) you wil not hold us or any of our respective afiliates responsible for any

mistatements in or omisions from any publicly available information

concerning the Company;

(h) you have the ability to bear the economic risk of your investment in the Relevant

Shares, have adequate means of providing for your curent and contingent neds,

have no ned for liquidity with respect to your investment in the Relevant Shares

and are able to sustain a complete los of your investment in the Relevant Shares;

(i) except for any liability which canot by law be excluded, neither we, nor the

Company, nor any of their respective related bodies corporate, nor any directors,

oficers, employes or advisers of us or the Company or any of their respective

related bodies corporate, acept any responsibility in relation to the Placing;

(j) by signing the enclosed Form of Acknowledgement and purchasing the

Relevant Shares, you are in compliance with al relevant laws, rules and

regulations;

(k) by signing the enclosed Form of Acknowledgement, you agre to the terms and

conditions of the Placing as recorded in this leter from us and to have made the

representations, waranties, covenants, acknowledgements, agrements and

confirmations herein;

(l) you have instructed us to remit the Subscription Money to the Company on your

behalf and you wil sign the Form of Acknowledgement on the understanding

that the Company shal only have recourse to us; and

(m) we and our afiliates wil rely upon the truth and acuracy of the representations,

waranties, covenants, acknowledgements, agrements and confirmations made

by you in this leter pursuant to your signature on the enclosed Form of

Acknowledgement.

10. This leter of confirmation and al the atachments constitutes the whole agrement

betwen the parties hereto and no variations hereof shal be efective unles made in

writing.

11. Time shal be of the esence in this leter of confirmation.

12. This leter constitutes confirmation of a pre-existing contract which remains in force

regardles of whether or not you return the signed Form of Acknowledgement. The oral

contract concluded betwen you and ourselves in respect of your agrement to

subscribe for the Relevant Shares as recorded in this leter is governed by, and shal be

construed in acordance with, the laws of the Hong Kong Special Administrative

Region of the People’s Republic of China (“Hong Kong”).

Please acknowledge your receipt of this leter which sets out the terms and conditions of the

oral contract concluded betwen us relating to your aceptance of the Placing and participation

for the Relevant Shares by signing and returning it to us the enclosed duplicate copy of this

leter, together with the atached form of registration details duly completed and your

agrement to our use of the personal data suplied, as son as posible and, in any event, so as

to reach us (for the atention of []) on or before [ p.m.] on [*] by facsimile, at fax no. (852)

[*], with the original to be delivered to us as son as posible. Both Parts 1 and 2 of the Form

of Acknowledgement must be completed.

By signing and returning the Form of Acknowledgement enclosed herewith, you undertake that,

in the event you are subscribing for the Relevant Shares for the acount of any of your clients,

you shal procure that such client shal be informed of the foregoing provisions and shal agre

to be bound by the foregoing provisions as if such client were party to the agrement evidenced

by this leter.

If you wish to realocate any of your Relevant Shares, please provide ful details of the persons

to whom you wish the realocations to be made, together with the amount of the Relevant

Shares you wish each nominated person to receive, in Part 2 of the Form of Acknowledgement

atached.

This agrement is governed by and construed in acordance with the laws of Hong Kong. You

hereby submit to the non-exclusive jurisdiction of the Courts of Hong Kong as regards any

claim or mater arising hereunder.

No amendment to the terms and conditions of this leter wil be aceptable to us.

Yours faithfuly,

For and on behalf of

FIRST SECURITIES (HK) LIMITED

Authorised Signatory

FORM OF ACKNOWLEDGEMENT

[Date]

To : First Securities (HK) Limited

Rom 1708-10, 17/F.,

China Insurance Group Building,

141 Des Voeux Road Central, Hong Kong

Atention: The Responsible Oficers

Dear Sirs,

Re : China Partytime Culture Holdings Limited (the “Company”)

Placing of up to 295,544,224 new Shares isued by the Company (the “Placing”)

PART 1 – TO BE COMPLETED BY AL SUBSCRIBERS

I / We acknowledge receipt of your leter dated [•] confirming the terms and conditions of the

oral contract in conection with the Placing which was concluded betwen you and ourselves

(the “Placing Leter”). I / We confirm that:

(a) I / We have agred to subscribe for the Relevant Shares as specified in the Placing Leter

on the terms and conditions of the contract recorded in the Placing Leter;

(b) [*] certificates in respect of the Relevant Shares should be isued in the name of the

place refered to in Part 2 atached;

the ultimate beneficial owner of the Relevant Shares) is / am / are independent of and

not conected with the Company, the directors, chief executives and substantial

shareholders of the Company and their respective asociates (within the meaning of the

Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong

Limited (the “Listing Rules”) and not Acting in Concert with any of the substantial

shareholders of the Company, and each of my / our sub-places, if any, of the Relevant

Shares are independent of and not conected with the Company, directors, chief

executives, and substantial shareholders of the Company and their respective asociates

(within the meaning of the Listing Rules) and not Acting in Concert with any of the

substantial shareholders of the Company;

(d) I / We being the beneficial owner(s) (in the case where I/we are acting on behalf of a

principal, the ultimate beneficial owner of the Relevant Shares) am / are (a) independent

of and not conected with the Company (and its subsidiaries), its conected person(s)

and their respective asociate(s) (within the meaning of the Listing Rules) and (b) are

independent of and not be parties Acting in Concert with any persons, other place(s)

or shareholders of the Company to the efect that any placing of the Relevant Shares to

me shal not triger any mandatory ofer obligation under Rule 26.1 of the Takeovers

Code.

(e) I / We confirm that I / we am / are not an employe of the Company and have no previous

busines relationship with the Company, save as described below:

(If there is no previous busines relationship, please insert “None”, otherwise, please

provide particulars)

(e) I / We confirm that as at the date hereof, I / We and al of my/our sub-places do not

have any interest in the share capital of the Company;

I/We confirm that as at the date hereof, I /We are the beneficial owner of

shares in the capital of the Company.

Yours faithfuly,

For and on behalf of

[name of Place]

Authorised Signatory

PART 2 – REGISTRATION FORM / DELIVERY INSTRUCTIONS

TO BE COMPLETED BY AL SUBSCRIBERS (Al sections must be completed in ful)

(Please use block leters)

Name of Place (in ful):

Name of beneficial owner (if aplicable):

Adres:

Busines Registration Certificate No./ Pasport No./ Hong Kong I.D. Card No.*:

Please atach a copy of the Busines Registration Certificate/Pasport/Hong Kong Identity

Card (as the case may be)

Share certificates wil be isued in the name of the Place set out above and the certificate of

the Relevant Shares and al comunications with the Place as holder of the Relevant Shares

wil be delivered to the Place by ordinary mail at the risk of the Place at the adres set out

above.

PLEASE FIL IN THE FOLOWING IF YOU ARE A HOLDER

OR BENEFICIAL OWNER OF SHARES IN

CHINA PARTYTIME CULTURE HOLDINGS LIMITED

Number of shares interested in:

Name(s) of registered holder of the shares:

Name(s) of beneficial owner(s) of the shares (if aplicable):

Schedule 3

Form of Sub-Placing Leter

[Leterhead of the Placing Agent]

STRICTLY PRIVATE & CONFIDENTIAL

[Date]

To : [name of Sub-placing agent]

Atn : [*]

Fax : [*]

Dear Sirs / Madam,

Re : China Partytime Culture Holdings Limited (the “Company”)

Placing of up to 295,544,224 new Shares isued by the Company (the “Placing”)

Pursuant to the Placing Agrement dated 17 April 2024 (the “Placing Agrement”), the

Company has apointed us (the “Placing Agent”) as the placing agent to place up to

295,544,224 new Shares to be isued by the Company in acordance with the Placing

Agrement. As agred by the Company, we are authorised under the Placing Agrement to

apoint one or more sub-placing agents. We have pleasure in ofering you a sub-placing

participation of [*] new Shares (the “Sub-placing Participation”) subject to the terms set out

below, for a sub-placing comision of [*] per cent. of the amount of the new Shares/ the

principal amount placed.

Unles the context requires otherwise, terms defined in the Placing Agrement shal have the

same meanings when used in this leter.

1. Condition of the Placing and the Sub-placing Participation

The ofer to you of the Sub-placing Participation is conditional upon the Placing

Agrement becoming fuly unconditional by 3 May 2024 or such later date as may be

agred or any of the force majeure event sets out in Clause 8 of the Placing Agrement

shal have ocured.

If the conditions precedent under Clause 2.1 (the “Conditions”) of the Placing

Agrement shal not have ben satisfied or fulfiled by 3 May 2024 or any of the force

majeure event sets out in Clause 8 of the Placing Agrement shal have ocured, in

which case our contract with you wil also be terminated. Subject to fulfilment of the

Conditions, completion of the placing of the Relevant Shares wil take place on the

fifth Busines Day after the date on which the Conditions has ben satisfied in

acordance with the Placing Agrement (or such other date as the Company and us may

agre in writing) (the “Completion Date”).

Under the Placing Agrement, the Placing Agent’s obligations wil be subject to the

satisfaction of the Conditions, and we as the Placing Agent wil be entitled to terminate

our obligations under the Placing Agrement in certain circumstances ocuring by or

before 8:00 p.m. (Hong Kong time) on Busines Day imediately before the

Completion Date (both being defined in the Placing Agrement). The circumstances in

or under which we, as the Placing Agent, may terminate our obligations under the

Placing are set out in Clause 8 of the Placing Agrement. It is a term of this sub-placing

leter that the question as to whether the right to terminate such obligations is exercised

shal be determined at the absolute discretion of us as the Placing Agent. If we as the

Placing Agent exercise that right, or if any conditions of the Placing Agrement or this

leter are not fulfiled, al sub-placing participation, including the right to receive any

sub-placing comision, shal cease to be valid, binding and efective, and no party

shal have any right or liability in respect thereof.

By acepting the Sub-placing Participation, you acknowledge that your obligation to

sub-place new Shares hereunder is binding, irevocable and unconditional expect (i) in

the event the Placing is terminated by us as the Placing Agent; or (i) in the event that

the Conditions have not ben fulfiled or waived in acordance with the terms of the

Placing Agrement, whereupon your obligation to sub-place new Shares wil cease and

any amount paid by you hereunder wil be repaid to you without interest.

2. Obligations for placed and unplaced shares

If by 5:00 p.m. on the last day of the Placing Period (as defined in the Placing

Agrement), al the new Shares have ben validly subscribed for in acordance with

the terms of the Placing Agrement, your obligations hereunder wil cease and we wil,

subject to your Sub-placing Participation becoming fuly unconditional, pay to you the

sub-placing comision to which you are entitled as mentioned above.

If, however, by 5:00 p.m. on the last day of the Placing Period (as defined in the Placing

Agrement), al or any of the new Shares have not ben validly aplied for in

acordance with the terms of the Placing Agrement, we may, at our absolute discretion,

cal upon you to subscribe for such amount of the Shares as we may specify in writing

as being the proportion of the shortfal atributable to your Sub-placing Participation,

up to the amount of your Sub-placing Participation. You agre that, forthwith upon

being notified by us, with respect to the number of the new Shares which you are to

take up hereunder, you wil pay to us the amount due on aplication for the new Shares

to be taken up by you les the amount of sub-placing comision payable by us to you

as mentioned above. If we have not received payment from you on the busines day

next folowing the day we have notified you of the number of the new Shares which

you are to take up, we reserve the right to charge interest on the amount overdue

calculated on the basis of [*] per cent. per anum above the PRIME lending rate in

HKD quoted from time to time by the Hong Kong and Shanghai Banking Corporation

Limited.

As with each other sub-placing agent, your Sub-placing Participation wil be reduced

to the extent that valid subscriptions for the new Shares are made or procured by you,

together with payment in respect thereof to be made in acordance with paragraph 4

below.

Without prejudice to the foregoing provisions, if you default in making payment in

respect of al or any part of the new Shares which you are caled upon to subscribe as

aforesaid, we aditionaly reserve the right to regard the agrement constituted by your

aceptance of the ofer hereunder as repudiated by your breach of such condition and

acordingly we are discharged from al liabilities and obligations under or in respect

of such agrement (without prejudice to our right to claim damages for any los

sufered by us). Folowing such repudiation and discharge we may (without prejudice

to our right to claim damages as aforesaid) sel or dispose of or procure the sale or

disposal of such new Shares on such terms (including price) and in such maner and

at such time as we think fit.

3. Information on places

You wil provide to The Stock Exchange of Hong Kong Limited (the “Stock

Exchange”) and other Authorities with a list of places for al of the new Shares placed

by you no later than a date to be notified, together with information as required under,

or as we or the Company may require in order to comply with, the Rules Governing

the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong

Limited (the “Listing Rules”).

4. Payment and delivery

The agregate net consideration payable by you in respect of your Sub-placing

Participation is HK$[] which represents [] new Shares taken up by you net of the

[*]% sub-placing comision.

Please arange payment of the above-mentioned agregate net consideration by

telegraphic transfer in HKD in god funds for value at such time and on such date as

we shal notify you one busines day before to the folowing acount:

Name of bank : [*]

Acount name : [*]

Acount number : [*]

Reference : [*]

A copy of the remitance advice should be sent to [*] of [adres], for the atention of

Responsible Oficers (fax no: (852) [*]) by no later than such time and on such date as

we shal notify you one busines day before.

5. Representations

By agreing to acept the Sub-placing Participation, you have represented and

acknowledged your agrement that:

(a) you represent and agre that, you wil not ofer or sel any of the new Shares

which alocated by you in any jurisdiction or in any circumstances in which

such ofer or sale is not authorised or to any person to whom it is unlawful to

make such ofer, sale or invitation except under circumstances that wil result

in compliance with any aplicable laws and/or regulations.

(b) you wil at al times observe and comply strictly with the seling restrictions as

set out in the Placing Agrement;

into this sub-placing agrement and your aceptance of the Sub-placing

Participation wil not (a) result in breach of any law, rule, regulation, order,

judgment, decre, ruling, notice or circular of any court, government or

regulatory body to which you are subject; or (b) require the sanction, consent,

aproval, permision or authorisation of any person (including any government

or regulatory body);

(d) you wil comply with the laws, regulations and restrictions which may be

aplicable in your jurisdiction and you have obtained or wil obtain any consent,

aproval or authorization required for you to perform the Sub-placing

Participation and to ensure that no obligations are imposed on the Company or

us in any jurisdiction as a result of such action;

(e) you wil acknowledge the confidential nature of the maters to which the

Placing relates and, acordingly, you wil not disclose the existence or the

contents of this leter or any related mater to any third party without our prior

writen consent;

(f) you wil, and wil procure that al the placings done in the Sub-placing

Participation wil, comply strictly with the terms of this leter and the Placing

Agrement; and

(g) you wil suply us or to the Stock Exchange and/or the Securities and Futures

Comision directly, imediately upon notification, with such information as

may be requested by the Stock Exchange and the Securities and Futures

Comision.

In acepting the Sub-placing Participating, we acknowledge and confirm that you have

relied on the representations and waranties given by the Company as contained in the

Placing Agrement

6. Miscelaneous

The ofer to you of the Sub-placing Participation is made on the further condition that

no realowance in respect of any part of such participation in the Placing may be

granted by you to any person on the basis of a sub-placing comision in exces of [*]

per cent. of the amount of the new Shares in respect of which the realowance is made.

This leter of confirmation and al the atachments constitutes the whole agrement

betwen the parties hereto and no variations hereof shal be efective unles made in

writing.

Time shal be of the esence in this leter of confirmation.

This leter is governed by, and shal be construed in acordance with, the laws of the

Hong Kong Special Administrative Region of the People’s Republic of China.

If you wish to acept this ofer of the Sub-placing Participation on and subject to the terms

and conditions set out above, please reply to this ofer by fax to [] or [] as son as posible

and in any event by not later than [] p.m. on [] and return to our ofice at [*] Hong Kong by

no later than [time] on [*] the enclosed copy of this leter duly signed to your aceptance of

the above mentioned terms and conditions.

No amendment to the terms and conditions of this leter wil be aceptable to us.

Yours faithfuly,

For and on behalf of

FIRST SECURITIES (HK) LIMITED

Authorised Signatory

CONFIRMATION OF ACEPTANCE

To : First Securities (HK) Limited

Rom 1708-10, 17/F.,

China Insurance Group Building,

141 Des Voeux Road Central,

Hong Kong

Atn: The Responsible Oficers

Re : China Partytime Culture Holdings Limited (the “Company”)

Placing of up to 295,544,224 new Shares isued by the Company (the “Placing”)

I/We confirm my/our aceptance of the above-mentioned sub-placing participation on and

subject to the terms and conditions set out in your leter dated [*], of which the foregoing is a

copy, and I/we undertake to aply for and to pay on demand the subscription moneys due in

respect of any the Placing Shares which I/we may be caled upon to take up as a result of this

participation and I/we hereby irevocably confer on you the authority set out in your leter.

I/We also confirm that I/we am/are an independent third party not asociated with any of the

“conected persons” (as defined in the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited (the “Listing Rules”) of the Company and I/we am/are not

an asociate (as defined in the Listing Rules) of conected person within the meaning of the

Listing Rules and not Acting in Concert with any of the substantial shareholders of the

Company.

For and on behalf of

[Name of Sub-placing agent]

[Authorised Signatory]

Date: [•]

Schedule 4

Form of Writen Notification

[Leterhead of Placing Agent]

STRICTLY PRIVATE & CONFIDENTIAL

[Date]

To : China Partytime Culture Holdings Limited

Atn : The Company Secretary

Fax : (852) 3013-8913

Dear Sirs,

Re : China Partytime Culture Holdings Limited (the “Company”)

Placing of up to 295,544,224 new Shares isued by the Company (the “Placing”)

We refer to the Placing Agrement (the “Placing Agrement”) dated 17 April 2024 entered

into betwen you and us. Capitalized terms used herein shal have same meanings as defined

in the Placing Agrement.

We hereby notify you that we suced in procuring [number] Places for [*] Placing Shares in

the total amount of HK$[*]. We therefore would like to proced with the completion of the

placing of [*] Placing Shares in acordance with Clause 4 of the Placing Agrement.

Yours faithfuly,

For and on behalf of

FIRST SECURITIES (HK) LIMITED

Authorised Signatory

1. DEFINITIONS AND INTERPRETATION

2. CONDITIONS

3. APOINTMENT OF THE PLACING AGENT

Agent shal use its best endeavours to ensure that:

4. COMPLETION

5. UNDERTAKINGS

6. PAYMENT OF FES, COMISIONS AND EXPENSES

7. REPRESENTATIONS, WARANTIES AND UNDERTAKINGS

8. FORCE MAJEURE

9. TIME OF THE ESENCE

10. CONFIDENTIALITY

11. NOTICES

Adres : Rom 1708-10, 17/F., China Insurance Group Building, 141 Des Voeux

Facsimile : (852) 2865 6730

Atention : Marko Tsui

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

Facsimile : (852) 3013-8913

Atention : The Board of Directors

12. WAIVER

13. GENERAL PROVISIONS

14. GOVERNING LAW, JURISDICTION AND MISCELANEOUS

1. The Company’s Obligations:

2. The Placing Agent’s obligations:

To : [name of Places]

Re : China Partytime Culture Holdings Limited (the “Company”)

1. Unles the context requires otherwise, capitalized terms defined in the Placing

2. The total consideration payable for the Relevant Shares is HK$1.002585 (together with

3. You wil make available to us as son as posible and, in any event, for value in cleared

Name of the bank : [*]

Acount name : [*]

Acount number : [*]

Reference : [*]

4. If there is any delay in payment of the Subscription Money, we may at our option:

5. The Placing of the Relevant Shares is subject to the conditions set out in the Placing

6. By agreing to subscribe for the Relevant Shares, you have represented and

7. You have confirmed that as at the date hereof none of you and any of your sub-place

8. Any information suplied by you on the Form of Acknowledgement or otherwise in

You agre and acknowledge that :

9. By signing the enclosed Form of Acknowledgement, you hereby agre, confirm and

10. This leter of confirmation and al the atachments constitutes the whole agrement

11. Time shal be of the esence in this leter of confirmation.

12. This leter constitutes confirmation of a pre-existing contract which remains in force

To : First Securities (HK) Limited

Atention: The Responsible Oficers

Re : China Partytime Culture Holdings Limited (the “Company”)

Adres:

Number of shares interested in:

To : [name of Sub-placing agent]

Atn : [*]

Fax : [*]

Re : China Partytime Culture Holdings Limited (the “Company”)

1. Condition of the Placing and the Sub-placing Participation

2. Obligations for placed and unplaced shares

3. Information on places

4. Payment and delivery

Name of bank : [*]

Acount name : [*]

Acount number : [*]

Reference : [*]

5. Representations

6. Miscelaneous

To : First Securities (HK) Limited

Atn: The Responsible Oficers

Re : China Partytime Culture Holdings Limited (the “Company”)

Date: [•]

To : China Partytime Culture Holdings Limited

Atn : The Company Secretary

Fax : (852) 3013-8913

Re : China Partytime Culture Holdings Limited (the “Company”)

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