Common use of ACCURACY AND ADEQUACY OF INFORMATION Clause in Contracts

ACCURACY AND ADEQUACY OF INFORMATION. (a) The Listing Document to be issued pursuant to the Listing Rules will comply when so issued in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; (b) all statements of fact contained in the Listing Document (as of the Listing Document Date and the other times when the Warranties are repeated) are or will be true and accurate in all material respects and not misleading, and (c) the Listing Document does not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or Dealer. 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the Joint Sponsors or the Dealers. 1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at the time they were or hereafter are filed with or furnished to the SEC, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forward-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars required to be contained or included therein to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the listing of the Shares on the Hong Kong Stock Exchange and

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All facts stated in Recitals (aA) The Listing Document to be issued pursuant to the Listing Rules will comply when so issued (F) of this Agreement are true and accurate in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; (b) all statements of fact respect. 1.2 All facts contained or to be contained in the Listing Document Announcement, the Circular and Prospectus Documents (as including in particular, the sections headed <Reasons for and Benefits of the Listing Document Date Rights Issue and the other times when the Warranties are repeatedUse of Proceeds=) are or and will at the date of issue thereof be true and accurate in all material respects and not misleadingmisleading and all expressions of opinion, intention and expectation expressed therein (cincluding, in particular, the section headed <Reasons for and Benefits of the Rights Issue and Use of Proceeds=) are and will be fair and made after due and careful consideration. 1.3 There will be no information not disclosed in the Prospectus Documents (i) the Listing Document does not and will not include omission of which makes any untrue statement of a material fact therein misleading or omit to state any material fact necessary in order to make the statements thereinwhich, in the light context of issues of the circumstances under Rights Shares, might be material for disclosure therein or (ii) which they were madeis necessary to enable investors to make an informed assessment of the activities, not misleading; providedassets and liabilities, howeverfinancial position, that this representation profits and warranty shall not apply to statements or omissions in reliance upon losses and in conformity with prospects of the information relating to any Joint Sponsor or Dealer furnished Company and of the rights attaching to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or DealerRights Shares. 1.2. 1.4 The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in Prospectus Documents contain all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the Joint Sponsors or the Dealers. 1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at the time they were or hereafter are filed with or furnished to the SEC, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forward-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars in the context of the Rights Issue required to by, and will be contained or included therein to comply in compliance with the Companies Ordinance, provisions of the Companies (Winding Up and Miscellaneous ProvisionsWUMP) Ordinance, any other applicable legislation or governmental regulations in Hong Kong, or Cayman Islands, the GEM Listing Rules and all other Laws so far as applicable requirements of the Stock Exchange and the SFC. 1.5 The statements, forecasts, estimates and expressions of opinion to be contained in the Announcement, the Circular and Prospectus have been and will at the respective dates of issue thereof be made after due and careful consideration, and will at the respective dates of issue thereof be fair and honest and represent reasonable expectations based on facts known to the Company and/or any of the foregoingDirectors. 1.6 All information necessary for the purpose of, or in the course of preparation of, the listing of Announcement, the Shares on Circular and Prospectus, and the Hong Kong Stock Exchange andreplies to the Verification Notes, or which ought reasonably to have been disclosed or made available by the Company or the Directors was so disclosed or made available to the Underwriters or its legal advisers (if any) fairly and accurately and the replies to the Verification Notes (which will be prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to provide such replies) given by the Company and the Directors will be true, accurate and complete in all material respects and will contain all material information and particulars with regard to the subject matter thereof.

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All facts stated in Recitals (aA) The Listing Document to be issued pursuant to the Listing Rules will comply when so issued (F) of this Agreement are true and accurate in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; (b) all statements of fact respect. 1.2 All facts contained or to be contained in the Listing Document Announcement and Prospectus Documents (as including in particular, the sections headed “Reasons for and Benefits of the Listing Document Date Rights Issue and the other times when the Warranties are repeatedUse of Proceeds”) are or and will at the date of issue thereof be true and accurate in all material respects and not misleadingmisleading and all expressions of opinion, intention and expectation expressed therein (cincluding, in particular, the section headed “Reasons for and Benefits of the Rights Issue and Use of Proceeds”) are and will be fair and made after due and careful consideration. 1.3 There will be no information not disclosed in the Prospectus Documents (i) the Listing Document does not and will not include omission of which makes any untrue statement of a material fact therein misleading or omit to state any material fact necessary in order to make the statements thereinwhich, in the light context of issues of the circumstances under Rights Shares, might be material for disclosure therein or (ii) which they were madeis necessary to enable investors to make an informed assessment of the activities, not misleading; providedassets and liabilities, howeverfinancial position, that this representation profits and warranty shall not apply to statements or omissions in reliance upon losses and in conformity with prospects of the information relating to any Joint Sponsor or Dealer furnished Company and of the rights attaching to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or DealerRights Shares. 1.2. 1.4 The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in Prospectus Documents contain all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the Joint Sponsors or the Dealers. 1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at the time they were or hereafter are filed with or furnished to the SEC, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forward-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars in the context of the Rights Issue required to by, and will be contained or included therein to comply in compliance with the Companies Ordinance, provisions of the Companies (Winding Up and Miscellaneous ProvisionsWUMP) Ordinance, any other applicable legislation or governmental regulations in Hong Kong, or Cayman Islands, the GEM Listing Rules and all other Laws so far as applicable requirements of the Stock Exchange and the SFC. 1.5 The statements, forecasts, estimates and expressions of opinion to be contained in the Announcement and Prospectus have been and will at the respective dates of issue thereof be made after due and careful consideration, and will at the respective dates of issue thereof be fair and honest and represent reasonable expectations based on facts known to the Company and/or any of the foregoingDirectors. 1.6 All information necessary for the purpose of, or in the course of preparation of, the listing of Announcement and Prospectus, or which ought reasonably to have been disclosed or made available by the Shares on Company or the Hong Kong Stock Exchange andDirectors was so disclosed or made available to the Underwriter or its legal advisers (if any) fairly and accurately given by the Company and the Directors will be true, accurate and complete in all material respects and will contain all material information and particulars with regard to the subject matter thereof.

ACCURACY AND ADEQUACY OF INFORMATION. (aA) The Listing Document to be issued pursuant to information given in the Listing Rules will comply when so issued in all material respects with the Listing Rules Recitals and the rules Schedules and regulations of the Listing Committee; (b) all statements of fact contained in the Listing Document (as of the Listing Document Date and the other times when the Warranties are repeated) are or will be Accounts is true and accurate in all material respects and is not misleadingmisleading because of any omission or ambiguity or for any other reason. (B) The copies of the Memorandum and Articles of Association or (as the case may be) the business licence and articles of association of each member of the Target Group which has been supplied to the Buyer and, for the purposes of identification, signed by the Seller and the Buyer are current, complete and accurate in all respects, have attached to them copies of all resolutions and other documents required by law to be so attached, and (c) fully set out the Listing Document does not rights and will not include any untrue statement of a material fact or omit restrictions attaching to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or Dealer. 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documentseach class, if any, incorporated by reference therein as of the share or registered capital of the relevant dateTarget Group Company. 1.3. (C) All the accounts, books, ledgers and financial and other records of the Target Group have been properly kept in accordance with normal business practice and are in the possession of the Target Group or under its control and all transactions relating to its business have been duly and correctly recorded therein and there are, as at the date hereof, no inaccuracies or discrepancies of any kind contained or reflected in such accounts, books, ledgers and financial and other records and at the date hereof they are sufficient to give a true and fair view of the state of the Target Group's affairs and to explain its transactions. (D) The Registration Statement conforms, statutory books (including all registers and minute books) of each member of the Prospectus Target Group have been properly kept and contain (in respect of matters up to but not including Completion) an accurate and complete record of the matters which should be dealt with in those books and contain no inaccuracies or discrepancies of any further amendments kind and no notice or supplements allegation that any of them is incorrect or should be rectified has been received. (E) All copies of documents supplied to the Registration Statement Buyer or its professional advisors, agents or representatives have been true and the Prospectus will conform, in all material respects complete copies of such documents. (F) All information relating to the requirements Target Group which would be expected to influence the decision of a purchaser for value of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as Sale Shares has been given to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished Buyer by the Joint Sponsors or the DealersSeller. 1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at the time they were or hereafter are filed with or furnished to the SEC, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forward-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars required to be contained or included therein to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the listing of the Shares on the Hong Kong Stock Exchange and

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All material information supplied or disclosed in writing or orally and used as the basis of information contained in the Hong Kong Public Offering Documents and the Preferential Offering Documents, including without limitation, the Verification Notes and the answers and documents referred to therein (a) The Listing Document and any new or additional information serving to be issued pursuant update or amend the Verification Notes supplied or disclosed in writing prior to the Listing Rules will comply when so issued date of this Agreement) and the Profit and Cashflow Forecast Memorandum, by the Trustee-Manager, the Company or any other member of the Group or their respective directors or employees, to the Joint Sponsors, the Joint Global Coordinators, the Underwriters, the Reporting Accountants, the internal controls consultant, the environmental consultant or the legal advisers to the Hong Kong Underwriters for the purposes of the Hong Kong Public Offering or the Preferential Offering is true and accurate in all material respects with and not misleading in any material respect and all forecasts (including the Listing Rules profit forecast) and estimates so supplied or disclosed have been made after due and careful consideration, are based on assumptions referred to in the rules Hong Kong Public Offering Documents, the Preferential Offering Documents and/or the relevant documents setting out such forecasts or estimates (to the extent there are any) and regulations represent reasonable and fair expectations honestly held based on facts known to such persons (or any of the Listing Committee; (b) all them). 1.2 All statements of material fact contained in the Listing Document Hong Kong Public Offering Documents and the Preferential Offering Documents are and will (as of at the Listing Document Prospectus Date and the other times when the Warranties are repeatedrepeated pursuant to this Agreement) are or will be true and accurate in all material respects and not misleading, and (c) the Listing Document does not and will not include any untrue statement of a material fact or omit to state misleading in any material fact necessary respect (in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, however, that this representation ) and warranty shall not apply to statements there are no facts known or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished which on reasonable enquiry could have been known to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the nameTrustee-Manager, logo and address of such Joint Sponsor or Dealer. 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as any other member of the applicable effective date Group and/or the Directors which are not disclosed in the Hong Kong Public Offering Documents and the Preferential Offering Documents the omission of which would make any statement therein misleading in any material respect or which in the circumstances of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all Hong Kong Public Offering are material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated for disclosure therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Information Furnished Trustee-Manager and the Company by or on behalf of a Hong Kong Underwriter expressly for use therein. All expressions of opinion or intention therein are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be made on reasonable grounds and are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be truly and honestly held by the Joint Sponsors Directors and are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be fairly based and there are and will be no other facts known or which could on reasonable inquiry have been known to the DealersDirectors the omission of which would make any such statement or expression misleading in any material respect or which will or would likely be material in the context of the Hong Kong Public Offering. The Hong Kong Public Offering Documents and the Preferential Offering Documents conform to the requirements of the Companies Ordinance and the Listing Rules so far as applicable and except for any part thereof in respect of which a waiver or exemption has been granted. 1.4. The documents incorporated or deemed to be incorporated by reference 1.3 All forecasts and estimates contained in the Registration Statement Hong Kong Public Offering Documents and each Prospectus, the Preferential Offering Documents are and will (at the time they were or hereafter Prospectus Date and the other times when the Warranties are filed with or furnished repeated pursuant to this Agreement) be made after due and proper consideration, are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be based on assumptions referred to in the Hong Kong Public Offering Documents and the Preferential Offering Documents in which such forecasts and estimates are contained, and represent reasonable and fair expectations honestly held based on facts known to the SECTrustee-Manager, complied the Company, any other member of the Group and/or the Directors and there are and will comply (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be no other material assumptions on which such forecasts or estimates are based other than the assumptions referred to in the Hong Kong Public Offering Documents and the Preferential Offering Documents in which such forecasts or estimates are contained or on which such forecasts or estimates ought reasonably to have been based which have not been made. In particular, but without limitation: (a) the statements relating to working capital contained in the Hong Kong Prospectus in the section headed “Financial Information” represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (b) the material statements relating to the distribution policy of the Trust and the Company contained in the Hong Kong Prospectus under the section headed “Distributions” represent the current intention of the Directors arrived at after due and careful consideration and enquiry and there are currently no material capital commitments of the Group which have not been disclosed in the Hong Kong Prospectus; (c) the statements contained in the Hong Kong Prospectus under the section headed “Business – Business Strategies” represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (d) the statements contained in the Hong Kong Prospectus relating to the Group’s indebtedness as at close of business on 30 November 2013 are true and accurate in all material respects and all material developments in relation to the Group’s indebtedness have been disclosed; (e) the statements relating to the Group’s liquidity and capital resources contained in the Hong Kong Prospectus in the section headed “Financial Information – Liquidity, Capital Resources and Capital Management” are true and accurate in all material respects; (f) the interests of the Directors in the Share Stapled Units and in contracts with the requirements Company and other members of the Exchange Act, and, when read together with the other information Trust Group are fairly and accurately disclosed in the Hong Kong Prospectus; (g) the statements contained in the Hong Kong Prospectus under the section headed “Risk Factors” are accurate in all material respects and represent the true and honest belief of the Directors arrived at after due and careful consideration; and (h) the statements set forth in the Hong Kong Prospectus under the section headed “Scheme of Control and Regulatory Overview” insofar as they purport to describe the provisions of the key laws, did not rules and regulations applicable to the Group referred to therein are true and accurate in all material respects. 1.4 All the interests of each of the Directors in the Share Stapled Units or the securities in any associated corporation (within the meaning of the SFO) which will not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary notified to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forwardTrustee-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars required to be contained or included therein to comply with the Companies OrdinanceManager, the Companies (Winding Up Company and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the listing of the Shares on the Hong Kong Stock Exchange pursuant to Part XV of the SFO, or which will be required pursuant to Part XV of the SFO to be entered in the register referred to therein, or which will be required to be notified to the Trustee-Manager, the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, in each case once the Share Stapled Units are listed, are fully and accurately disclosed in the Hong Kong Prospectus. 1.5 All material contracts or documents to which any member of the Group is a party which are required to be described in the Hong Kong Prospectus or filed with the Hong Kong Registrar of Companies will be so described and filed. 1.6 No material information was withheld from the Reporting Accountants for the purposes of their preparation of their report contained in Appendix I to the Hong Kong Prospectus and all information given to the Reporting Accountants for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such report are true and accurate in all material respects and no material fact or matter has been omitted. 1.7 No material information was withheld from the internal controls consultant and the environmental consultant for the purposes of their preparation of their respective reports and all information given to them for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such reports are true and accurate in all material respects and no material fact or matter has been omitted. 1.8 In respect of the connected transactions (as defined under the Listing Rules) of the Group (the Connected Transactions): (a) the statements of fact contained in the Hong Kong Prospectus relating to the Connected Transactions are true and accurate in all material respects and there are no other facts known the omission of which would make any such statements misleading in any material respect, and there are no other Connected Transactions which have not been disclosed in the Hong Kong Prospectus which are or were required to be so disclosed under the Listing Rules; (b) all information (including, but not limited to, historical figures) and documentation provided by the Trustee-Manager and the Company to the Joint Sponsors are true and accurate and complete in all material respects and there is no other information or document which have not been provided the result of which would make the information and documents so received misleading in any material respect; (c) the transactions mentioned in the section headed “Connected Transactions – Non- exempt Continuing Connected Transactions” in the Hong Kong Prospectus have been entered into and will be carried out in the ordinary and usual course of business, on normal commercial terms and are fair and reasonable and in the interests of the Trust, the Company and the holders of Share Stapled Units as a whole and the Directors, including the independent non-executive Directors, in coming to their view have made, as they reasonably consider, due and careful inquiries and investigations of such transactions; (d) the Trustee-Manager and the Company have complied with and undertake to continue to comply with the terms of the Connected Transactions disclosed in the Hong Kong Prospectus so long as the agreements relating thereto are in effect and shall inform the Joint Sponsors should there be any breach of any such terms before the Listing Date; and (e) each of the Connected Transactions as disclosed in the Hong Kong Prospectus constitutes a legal, valid and binding agreement for the relevant member of the Group.

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All material information supplied or disclosed in writing or orally and used as the basis of information contained in the Hong Kong Offering Documents, including without limitation, the Verification Notes and the answers and documents referred to therein (a) The Listing Document and any new or additional information serving to be issued pursuant update or amend the Verification Notes supplied or disclosed in writing prior to the Listing Rules will comply when so issued date of this Agreement) by the Company or any other member of the Group or their respective directors or employees, the Reporting Accountants, the Aircel Reporting Accountants or the legal and other professional advisers to the Hong Kong Underwriters for the purposes of the Hong Kong Public Offering is true and accurate in all material respects with and not misleading in any material respect and all forecasts and estimates so supplied or disclosed have been made after due and careful consideration, are based on assumptions referred to in the Listing Rules Hong Kong Offering Documents (to the extent there are any) and the rules represent reasonable and regulations fair expectations honestly held based on facts known to such persons (or any of the Listing Committee; (b) all them). 1.2 All statements of material fact contained in the Listing Document Hong Kong Offering Documents and the Preferential Offering Documents are and will (as of at the Listing Document Prospectus Date and the other times when the Warranties are repeatedrepeated pursuant to this Agreement) are or will be true and accurate in all material respects and not misleading, and (c) the Listing Document does not and will not include any untrue statement of a material fact or omit to state misleading in any material fact necessary respect (in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, however, that this representation ) and warranty shall not apply there are no facts known or which on reasonable enquiry could have been known to statements or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or Dealer. 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as any other member of the applicable effective date Group and/or the Directors of them which are not disclosed in the Hong Kong Offering Documents and the Preferential Offering Documents the omission of which would make any statement therein misleading in any material respect or which in the circumstances of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all Hong Kong Public Offering are material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated for disclosure therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Information Furnished Company by or on behalf of a Hong Kong Underwriter expressly for use therein. All expressions of opinion or intention therein are and will (at the Prospectus Date and the other times when the Warranties are repeated pursuant to this Agreement) be made on reasonable grounds and are and will be truly and honestly held by the Joint Sponsors Directors and are and will be fairly based and there are and will be no other facts known or which could on reasonable inquiry have been known to the DealersDirectors the omission of which would make any such statement or expression misleading in any material respect or which will or would likely be material in the context of the Hong Kong Public Offering. The Hong Kong Offering Documents and the Preferential Offering Documents conform to the requirements of the Companies Ordinance and the Listing Rules so far as applicable. 1.4. The documents incorporated or deemed to be incorporated by reference 1.3 All forecasts and estimates contained in the Registration Statement Hong Kong Offering Documents and each Prospectus, the Preferential Offering Documents are and will (at the time they were or hereafter Prospectus Date and the other times when the Warranties are filed with or furnished repeated pursuant to this Agreement) be made after due and proper consideration, are and will be based on assumptions referred to in the Hong Kong Offering Documents and the Preferential Offering Documents in which such forecasts and estimates are contained, and represent reasonable and fair expectations honestly held based on facts known to the SECCompany, complied any other member of the Group and/or the Directors and there are and will comply be no other material assumptions on which such forecasts or estimates are based other than the assumptions referred to in the Hong Kong Offering Documents and the Preferential Offering Documents in which such forecasts or estimates are contained or on which such forecasts or estimates ought reasonably to have been based which have not been made. In particular (but without limitation): (a) the statements relating to working capital contained in the Hong Kong Prospectus under the heading "Financial Information" represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (b) the material statements relating to the dividend policy contained in the Hong Kong Prospectus under the heading "Financial Information - Dividend Policy" represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry and there are currently no material capital commitments of the Company which have not been disclosed in the Hong Kong Prospectus; (c) the statements contained in the Hong Kong Prospectus under the heading "Future Plans and Prospects" represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (d) the statements contained in the Hong Kong Prospectus relating to the Group's indebtedness as at close of business on 31 August 2004 are true and accurate in all material respects and all material developments in relation to the Company's indebtedness have been disclosed; (e) the statements relating to the Group's liquidity and capital resources contained in the Hong Kong Prospectus under the heading "Financial Information" are true and accurate in all material respects; (f) the interests of the Directors in the share capital of the Company and in contracts with the requirements Company and other members of the Exchange Act, and, when read together with the other information Group are fairly and accurately disclosed in the Hong Kong Prospectus; (g) the statements contained in the Hong Kong Prospectus under the headings "Risk Factors" are accurate and represent the true and honest belief of the Directors arrived at after due and careful consideration; and (h) the statements set forth in the Hong Kong Prospectus under the heading "Share Capital" and "Summary of the Constitution of the Company and Cayman Islands Companies Laws", did not insofar as they purport to constitute a summary of the terms of the Shares, and under the heading "Regulation", insofar as they purport to describe the provisions of the laws and documents referred to therein, are true and accurate in all material respects. 1.4 All the interests of each of the Directors in the securities of the Company or any associated corporation (within the meaning of the SFO) which will not contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary notified to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forward-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis Company and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars required to be contained or included therein to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the listing of the Shares on the Hong Kong Stock Exchange pursuant to Part XV of the SFO, or which will be required pursuant to Part XV of the SFO to be entered in the register referred to therein, or which will be required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, in each case once the Shares are listed, are fully and accurately disclosed in the Hong Kong Prospectus. 1.5 All material contracts or documents to which any member of the Group is a party which are required to be described in the Hong Kong Prospectus or filed with the Hong Kong Prospectus with the Hong Kong Registrar of Companies will be so described and filed. 1.6 No material information was withheld from the Reporting Accountants for the purposes of their preparation of their reports contained in Appendix I to the Hong Kong Prospectus and all information given to the Reporting Accountants for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such report are true and accurate in all material respects and no material fact or matter has been omitted. 1.7 No material information was withheld from the Aircel Reporting Accountants for the purposes of their preparation of their reports contained in Appendix IV to the Hong Kong Prospectus and all information given to the Aircel Reporting Accountants for such purposes was given in good faith and, to the best of the knowledge, information and belief of the Directors after due and careful consideration, the factual contents of such report are true and accurate in all material respects and no material fact or matter has been omitted. 1.8 In respect of the connected transactions (as defined under the Listing Rules) of the Group (the Connected Transactions): (a) the statements of fact contained in the Hong Kong Prospectus relating to the Connected Transactions are true and accurate in all material respects and there are no other facts known the omission of which would make any such statements misleading in any material respect, and there are no other Connected Transactions which have not been disclosed in the Hong Kong Prospectus which are or were required to be so disclosed; (b) all information (including but not limited to historical figures) and documentation provided by the Company to Xxxxxxx Xxxxx are true and accurate and complete in all material respects and there is no other information or document which have not been provided the result of which would make the information and documents so received misleading in any material respect; (c) the transactions mentioned in the section "Connected Transactions - Option Arrangements - Options exercisable at the discretion of third parties", "Connected Transactions - Connected Transactions Exempt From Independent Shareholders' Approval Requirements" and "Connected Transactions - Connected Transactions Requiring Independent Shareholders' Approval" in the Hong Kong Prospectus have been entered into and will be carried out in the ordinary course of business, on normal commercial terms and are fair and reasonable so far as the shareholders of the Company are concerned and the Directors, including the independent non-executive Directors, in coming to their view have made, as they reasonably consider, due and careful inquiries and investigations of such transactions; (d) the Company has complied with and undertakes to continue to comply with the terms of the Connected Transactions disclosed in the Hong Kong Prospectus so long as the agreement relating thereto is in effect and shall inform the Global Co-ordinator should there by any breach of any such terms before the Listing Date; and (e) each of the Connected Transactions as disclosed in the Hong Kong Prospectus constitutes a legal, valid and binding agreement for the relevant member of the Group.

ACCURACY AND ADEQUACY OF INFORMATION. (a) The Listing Document to be issued pursuant to information given in: (i) Schedules 1, 8 and 12 is true and accurate and is not misleading in all respects; and (ii) the Listing Rules will comply when so issued other Schedules (other than Schedules 3, 9 and 13) is true and accurate and is not misleading in all material respects with the Listing Rules and the rules and regulations of the Listing Committee; respects. (b) The copy of the memorandum and articles of association of each Company (or equivalent document) Disclosed is complete and accurate in all statements respects, has attached to it copies of fact all resolutions required by law and other documents required by law to be so attached, and set out the rights and restrictions attaching to each class, if any, of the share capital of the relevant Company. (c) All the financial statements, accounts, books, ledgers and financial records of each Company for the preceding 10 years have been properly kept in accordance with normal business practice and are in the possession of the relevant Company or under its control and all transactions relating to its business have been recorded therein and there are as at the date of this Agreement no material inaccuracies or discrepancies of any kind contained or reflected in such financial statements, accounts, books, ledgers and financial records and at the date of this Agreement they are sufficient to give a true and accurate view of the state of the relevant Company’s affairs and to explain its transactions. (d) The statutory books (including all registers and minute books) of each Company have been properly kept and contain (in respect of matters up to but not including Completion) an accurate and complete record of the matters which should be dealt with in those books and contain no material inaccuracies or discrepancies of any kind and, so far as the Vendors are aware, no notice or allegation that any of them is incorrect or should be rectified has been received. (e) So far as the Vendors are aware, all other information contained in the Listing Document (as Disclosure Letter, the Due Diligence Documents, and any other written document or communication supplied to the Purchaser or any of its advisers by or on behalf of the Listing Document Date Vendors in connection with this Agreement was, when given, and is at the other times when the Warranties are repeated) are or will be date hereof, true and accurate in all material respects and all copies of documents supplied have been true and complete copies of such documents and there is no fact, matter or circumstance which has not misleadingbeen disclosed in writing to the Purchaser and/or its professional advisors which renders any such written information untrue, and (c) the Listing Document does not and will not include any untrue statement of a material fact inaccurate or omit to state misleading in any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or Dealerrespect. 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the Joint Sponsors or the Dealers. 1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at the time they were or hereafter are filed with or furnished to the SEC, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 1.5. Each forward-looking statement contained in the Listing Documentation has been made or reaffirmed with a reasonable basis and in good faith. 1.6. The Listing Document contains or includes (A)all information and particulars required to be contained or included therein to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoing, the listing of the Shares on the Hong Kong Stock Exchange and

ACCURACY AND ADEQUACY OF INFORMATION. 1.1 All information supplied or disclosed in writing or orally and used as the basis of information contained in the Listing Documentation, the Application Proof and the Profit and Working Capital Forecast Memorandum, including without limitation, the Verification Notes and the answers and documents referred to therein (a) The Listing Document and any new or additional information serving to be issued pursuant update or amend the Verification Notes supplied or disclosed in writing prior to the date of this Agreement) by the Company or any other member of the Group or their respective directors or employees to the Reporting Accountants, the Internal Control Consultant, the Sole Sponsor or the legal advisers to the Sole Sponsor for the purposes of the Transfer of Listing Rules will comply when so issued is true and accurate in all material respects with the Listing Rules and the rules not misleading. 1.2 All statements and regulations of the Listing Committee; (b) all statements of fact information contained in the Listing Document Documentation are and will (as of at the Listing Document Date and the other times when the Warranties are repeatedrepeated pursuant to this Agreement) are or will be true and accurate in all material respects and not misleading, and misleading (c) the Listing Document does not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions in reliance upon and in conformity with the information relating to any Joint Sponsor or Dealer furnished to the Company in writing by such Joint Sponsor or Dealer expressly for use therein (the “Information Furnished”); it being understood and agreed that the only Information Furnished with respect to any Joint Sponsor or Dealer consists of the name, logo and address of such Joint Sponsor or Dealer. 1.2. The Company has filed with the SEC an automatic shelf registration statement on Form F-3 (such registration statement, together with any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B, the “Registration Statement”) registering the offer and sale from time to time pursuant to Rule 415 under the rules and regulations of the SEC, which registration statement shall become effective immediately upon its filing; no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or, to the best knowledge of the Company, threatened by the SEC as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (as defined below) and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Information Furnished expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; as used herein, the base prospectus filed as part of the Registration Statement, in the form in which it was filed with the SEC, is hereinafter called the “Base Prospectus,” and the Base Prospectus, as supplemented by the Prospectus Supplement, is hereinafter called the “Prospectus.” As used herein, the terms “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the relevant date. 1.3. The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, as of the date of this Agreement and as of the Listing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Information Furnished by the Joint Sponsors or the Dealers. 1.4. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and each Prospectus, at the time they were or hereafter are filed with or furnished to the SEC, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were are made) and there are no material facts known or which on reasonable enquiry could have been known to the Company, any other member of the Group and/or their respective directors and officers which are not misleadingdisclosed in the Listing Documentation, the omission of which would make any statement therein misleading or which in the circumstances of the Transfer of Listing are material for disclosure therein. All expressions of opinion or intention therein are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be made on reasonable grounds and are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be truly and honestly held by the Directors and are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be fairly based and there are and will be no other facts known or which could on reasonable inquiry have been known to the Directors the omission of which would make any such statement or expression misleading or which will or would be material in the context of the Transfer of Listing. The Listing Documentation conform to the requirements of Applicable Laws, the Main Board Listing Rules and the GEM Listing Rules so far as applicable and except for any part thereof in respect of which a waiver or exemption has been granted. 1.5. Each 1.3 All forecasts, estimates and forward-looking statement statements contained in the Listing Documentation are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be made after due and proper consideration, are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be based on the principal assumptions referred to in the Listing Documentation in which such forecasts, estimates and forward-looking statements are contained, and represent reasonable and fair expectations honestly held based on facts known to the Company, any other member of the Group and/or their respective directors and officers and there are and will (at the Listing Document Date and the other times when the Warranties are repeated pursuant to this Agreement) be no other material assumptions on which such forecasts, estimates or forward-looking statements are based other than the principal assumptions referred to in the Listing Documentation in which such forecasts or estimates are contained or on which such forecasts, estimates or forward-looking statements ought reasonably to have been based which have not been made. In particular: (a) the statements relating to working capital, recent development and no material adverse change contained in the Listing Document in the sections headed “Financial Information for our Group” and “Summary” respectively represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (b) the statements contained in the section headed “Business – Our Business Strategies” in the Listing Document represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (c) the statements contained in the section headed “Business” in the Listing Document regarding the Group’s shoe factory and Laibin Ningjuli Footwear Company Limited are true and accurate in all material respects and where expressions of opinion are included, such opinions represent the true and honest belief of the Directors arrived at after due and careful consideration and enquiry; (d) the statements contained in the Listing Document relating to the indebtedness of the Group as at 30 April 2023 are true and accurate in all material respects and all material developments in relation to the Group’s indebtedness have been disclosed; (e) the statements relating to the Group’s and the Xxxxx Group’s liquidity and capital resources contained in the sections headed “Financial Information for our Group – Liquidity and Capital Resources” and “Financial Information for the Xxxxx Group – Liquidity and Capital Resources” in the Listing Document respectively, are true and accurate in all material respects; and (f) the statements contained in the Listing Document in the section headed “Risk Factors” are true and accurate in all material respects and represent the true and honest belief of the Directors arrived at after due and careful consideration. 1.4 In respect of clear delineation of the business of the Group and that of the LN Group: (a) the Group and LN Group have different business strategies and operate in different segments. The business activities of the companies in which the Controlling Shareholders have direct interests (other than the Group) (including but not limited to the LN Group) are clearly delineated from and are not directly or indirectly in competition with those carried on by the Group; and (b) the Company is capable, and following the Transfer of Listing, will be capable, of carrying on its business independently of the Controlling Shareholders and the relationship and arrangements set out in the section headed “Relationship with our Controlling Shareholders and Xx Xxxx Co – Independence from Controlling Shareholders” in the Listing Document are true and accurate in all material respects. 1.5 In respect of financial independence of the Company: (a) the Group is able to operate financially independently from the Controlling Shareholders and any of their respective close associates; (b) the Group has an independent financial system and makes financial decisions according to its own business needs; (c) the Group has sufficient capital to operate its business independently, and has adequate internal resources to support its day-to-day operations; (d) the Group has been made or reaffirmed with a reasonable basis and is capable of obtaining equity and debt financing from third parties; and (e) save as disclosed in good faiththe Listing Document, the Controlling Shareholders and their respective close associates did not provide any financial assistance to the Group. 1.6. The Listing Document contains or includes 1.6 In respect of operational independence of the Company: (A)all information a) the Group is not operationally dependent on the Controlling Shareholders and particulars required their respective close associates; (b) the Group has established its own organisational structure comprising individual departments, each with specific areas and responsibilities; (c) the Group has established a set of internal control mechanisms to be contained or included therein facilitate the effective operations of its business; (d) the Group has sufficient capital, facilities, equipment and employees to comply operate its business independently; (e) the Group has its own operational and administrative resources and does not share such resources with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Listing Rules and all other Laws so far as applicable to any of the foregoingControlling Shareholders or companies controlled by any of them; and (f) the Group holds all the relevant licences, owns all the listing of relevant intellectual properties and has obtained all authorisation to use all the Shares tradenames, in each case necessary for it to carry on its business as described in the Hong Kong Stock Exchange andListing Document.