Common use of APPOINTMENT OF THE PLACING AGENT Clause in Contracts

APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer hereby appoints the Placing Agent, upon and subject to the terms and conditions of this Agreement, as its placing agent to procure Placee(s) at the Placing Price for the Notes on a best endeavour basis during the Placing Period, subject to Clauses 2.4 and 2.5. The choice of Placee(s) for the Notes shall be determined by the Placing Agent, subject to the requirements of the Applicable Laws. The Placing Agent will issue to the Placee(s) whom it has procured to subscribe for or purchase the Notes, a Placing Letter (other than as agreed between the Placing Agent and the Issuer). The allocation of the Notes amongst the Placees to be procured by the Placing Agent shall be determined by the Placing Agent itself, failing which the Issuer shall have the right to determine the allocation of the Notes to each of the Placees. The Placing Agent may in turn, at its own expenses, appoint its sub-placing agent(s) to procure the Placee(s) to subscribe for or purchase the Notes. 2.2 The Placing Agent undertakes to the Issuer that it will: (1) not provide any marketing or offering documents to the Placee(s) other than a term sheet, in the form agreed by the Issuer and the Placing Agent, which summarises the major terms and conditions of the Notes, other documents agreed by the Issuer and the Placing Agent and any other information which is publicly available; (2) confine all statements it makes during the course of the communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and the term sheet except where such statements are in respect of information which at the time of making the same is publicly available; and (3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees in the course of procurement of the Placees. 2.3 The Placing Agent shall require any of its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Notes to comply with this Clause 2 and Clause 10. 2.4 The aggregate principal amount of the Notes to be placed by the Placing Agent shall not exceed HK$100,000,000. If the aggregate principal amount of the Notes to Placees successfully procured by the Placing Agent at the first Closing is less than HK$20,000,000, the Issuer is not obliged to issue the Notes to the Placee(s) pursuant to Clause 5 and has the absolute discretion on determining whether the Notes shall be so issued. 2.5 The minimum principal amount of Notes to be subscribed or purchased by a Placee shall be HK$600,000 and any amount exceeding HK$600,000 shall be an integral multiple of HK$100,000.

APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer hereby appoints the Placing Agent, upon and subject to the terms and conditions of this Agreement, as its placing agent to procure Placee(s) at the Placing Price for the Notes on a best endeavour basis during the Placing Period, subject to Clauses 2.4 and 2.5. The choice of the Placee(s) for the Notes shall be determined by the Placing Agent, subject to the requirements of the Applicable Laws, provided that such Placee(s) shall not be connected persons (as defined under the Listing Rules) of the Issuer. The Placing Agent will issue to the relevant Placee(s) whom it has procured to subscribe for or purchase the Notes, a Placing Letter (other than as agreed between the Placing Agent and the Issuer). The allocation of the Notes amongst the Placees to be procured by the Placing Agent shall be determined by the Placing Agent itself, failing which the Issuer shall have the right to determine the allocation of the Notes to each of the Placees. The Placing Agent may in turn, at its own expenses, appoint its sub-placing agent(s) to procure the relevant Placee(s) to subscribe for or purchase the Notes. 2.2 The Placing Agent undertakes to the Issuer that it will: (1) not provide any marketing or offering documents to the Placee(s) other than a term sheet, in the form agreed by the Issuer and the Placing Agent, which summarises the major terms and conditions of the Notes, the Announcement and other documents agreed by the Issuer and the Placing Agent and any other information which is publicly available; (2) confine all statements it makes during the course of the communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and Announcement, the term sheet and other agreed documents as described in Clause 2.2(1), except where such statements are in respect of information which at the time of making the same is publicly available; and (3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees Placee(s) in the course of procurement of the PlaceesPlacee(s). 2.3 The Placing Agent shall require any all of its sub-placing agent(s) (if any), to or through whom it may effect the Placing or offer or sell any Notes Notes, to comply with this Clause 2 and Clause 10. 2.4 The aggregate principal amount of the Notes to be placed by the Placing Agent pursuant to this Agreement shall not exceed HK$100,000,000HK$60,000,000. If the aggregate principal amount of the Notes to Placees successfully procured by or on behalf of the Placing Agent at the first in respect of each Closing is less than HK$20,000,000HK$10,000,000, the Issuer is not obliged to issue the Notes to the Placee(s) pursuant to Clause 5 and has shall have the absolute discretion on in determining whether the Notes shall be so issued. 2.5 The minimum principal amount of Notes to be subscribed for or purchased by a Placee shall be HK$600,000 and any amount exceeding HK$600,000 shall be an integral multiple of HK$100,000.

APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer Company hereby, subject to the conditions set out in this Agreement and the Placing Letter, appoints the Placing Agent and the Placing Agent agrees to act as the placing agent for the Company during the Placing Period to procure, on a best effort basis, the Placees to subscribe for the Placing Shares at the Placing Price on the terms and subject to the conditions set out in this Agreement. 2.2 The Company hereby appoints acknowledges that the Placing Agent may in turn appoint other placing agents to procure subscriber(s) for the Placing Shares and that such agents shall be agents of the Company relating to the Placing. 2.3 The Company hereby confirms that this appointment confers on the Placing Agent, upon and subject to in accordance with the terms and conditions provisions of this Agreement, all powers, authorities and discretion on behalf of the Company which are necessary for, or reasonably incidental to, the Placing and hereby agrees to ratify and confirm everything which the Placing Agent may lawfully, reasonably and properly do in the exercise of such powers, authorities and discretion in accordance with this Agreement. 2.4 The Company shall issue the Placing Shares pursuant to the Placing free from all liens, charges and encumbrances and together with all rights attaching to them as its placing agent to procure Placee(s) at the Placing Price for Completion Date, including the Notes right to receive all dividends declared, made or paid on a best endeavour basis during or after the Placing Period, subject to Clauses 2.4 and 2.5. Completion Date. 2.5 The choice of Placee(s) Placees for the Notes Placing Shares shall be determined solely by the Placing AgentAgent who procures such Placees, subject to the requirements of the Applicable Laws. Listing Rules (in particular that the Placing Agent shall use its reasonable endeavours to ensure that (i) the Placees procured by it (or their ultimate beneficial owners) shall be third parties independent from, and not connected with, the Company and the connected person of the Company (as defined in the Listing Rules)), and independent from, and not acting in concert with, Ms. Lau and (ii) no placee shall become a substantial shareholder of the Company and any party acting in concert with the Ms. Xxx immediately following the Placing. 2.6 The Placing Agent will issue shall use its reasonable endeavours to provide, or procure the Placee(s) whom it has procured to subscribe for provision of, any information or purchase documents as may be required by the NotesStock Exchange, a Placing Letter (other than as agreed between the Placing Agent SFC and the Issuer). The allocation Registrar of Companies in Hong Kong and/or any applicable regulatory body or governmental body in connection with the Notes amongst the Placees to be procured Placing. 2.7 Any transaction legally, properly and reasonably carried out by the Placing Agent shall be determined by the Placing Agent itself, failing which the Issuer shall have the right (and any sub- placing agent referred to determine the allocation in Clause 2.2 under and in accordance with this Agreement on behalf of the Notes to each Company (and not as principal)) shall constitute a transaction carried out at the request of the Placees. The Placing Agent may Company and as its agent and not in turn, at its own expenses, appoint its sub-placing agent(s) to procure the Placee(s) to subscribe for or purchase the Notes. 2.2 The Placing Agent undertakes to the Issuer that it will: (1) not provide any marketing or offering documents to the Placee(s) other than a term sheet, in the form agreed by the Issuer and respect of the Placing Agent, which summarises the major terms ’s own account and conditions of the Notes, other documents agreed by the Issuer and the Placing Agent and any other information which is publicly available; (2) confine all statements it makes during the course of the communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and the term sheet except where such statements are in respect of information which at the time of making the same is publicly available; and (3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees in the course of procurement of the Placees. 2.3 The Placing Agent shall require any of its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Notes to comply with this Clause 2 and Clause 10. 2.4 The aggregate principal amount of the Notes to be placed by the Placing Agent shall not exceed HK$100,000,000. If be responsible for any loss or damage to any persons (including the aggregate principal amount of the Notes to Placees successfully procured Company) arising from any such transaction. 2.8 The Placing Shares shall be offered by the Placing Agent at the first Closing is less Placing Price per each Placing Share as agent for the Company (together with any SFC transaction levy and Stock Exchange trading fee as may be payable by subscribers) during the Placing Period. 2.9 By no later than HK$20,000,0004:00 p.m. on the date which the Placing Period ends, the Issuer is not obliged to issue the Notes each Placing Agent shall deliver to the Placee(sCompany a schedule showing details of the Placees including their names, jurisdiction of incorporation (if a corporation), addresses (or registered address if a corporation) pursuant to Clause 5 and has the absolute discretion on determining whether the Notes shall be so issued. 2.5 The minimum principal amount number of Notes Placing Shares agreed to be subscribed or purchased by a Placee shall be HK$600,000 and any amount exceeding HK$600,000 shall be an integral multiple of HK$100,000each Placee.

APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer Company hereby appoints the Placing Agent, upon and subject to the terms and conditions of this Agreement, as its placing agent to procure Placee(s) procure, on a best endeavour basis, Placees to subscribe at the Placing Price (together with brokerage (if any), such transaction levy as may be payable to the SFC for the Notes on a best endeavour basis during Placing Shares and such trading fee as may be payable to the Stock Exchange for the Placing Period, subject Shares to Clauses 2.4 be borne and 2.5. The choice of Placee(spayable by the Placees) for the Notes Placing Shares. The Placing Shares shall be determined offered by way of Placing Letter by the Placing Agent, subject to the requirements of the Applicable Laws. The Placing Agent will issue to the Placee(s) whom it has procured to subscribe for or purchase the Notes, a Placing Letter (other than unless otherwise as agreed between the Placing Agent and the IssuerCompany). The allocation of the Notes amongst the Placees to be procured by the Placing Agent shall be determined by the Placing Agent itself, failing which the Issuer shall have the right to determine the allocation of the Notes to each of the Placees. The Placing Agent may in turn, at its own expenses, appoint its sub-placing agent(s) to procure the Placee(s) to subscribe for or purchase the NotesPlacing Shares. 2.2 The Placing Agent will use its reasonable endeavours to ensure that the Placee(s) to be procured by or on behalf of the Placing Agent shall be independent of and not connected with the Company and any of its connected persons or any of their respective associates. 2.3 The Placing Agent undertakes to the Issuer Company that it will: (1) not provide any marketing or offering procure Placee(s) only in the course of communications with them over the telephone and without the despatch of documents until after legally binding commitments (which shall in all cases be conditional on the condition set out in Clause 3.1 of this Agreement to the extent that such condition has not been satisfied) to subscribe for the Placing Shares have been obtained from each Placee(s) other than a term sheet, in the form agreed by the Issuer and the Placing Agent, which summarises the major terms and conditions course of the Notes, other documents agreed by the Issuer and the Placing Agent and any other information which is publicly available;such communications; and (2) confine all statements it makes during the course of the these communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and the term sheet except where such statements are in respect of information which at the time of making the same is publicly available; and (3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees in the course of procurement of the PlaceesAnnouncement. 2.3 2.4 The Placing Agent shall require any of its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Notes Placing Shares to comply with this Clause 2 and Clause 102. 2.4 The aggregate principal amount of the Notes to be placed by the Placing Agent shall not exceed HK$100,000,000. If the aggregate principal amount of the Notes to Placees successfully procured by the Placing Agent at the first Closing is less than HK$20,000,000, the Issuer is not obliged to issue the Notes to the Placee(s) pursuant to Clause 5 and has the absolute discretion on determining whether the Notes shall be so issued. 2.5 The minimum principal amount of Notes to be subscribed or purchased by a Placee shall be HK$600,000 and any amount exceeding HK$600,000 shall be an integral multiple of HK$100,000.

APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer Company hereby appoints the Placing Agent, upon and subject to the terms and conditions of this Agreement, as its placing agent to procure Placee(s) procure, on a best effort basis, Placees to subscribe at the Placing Price (together with brokerage (if any), such transaction levy as may be payable to the SFC for the Notes on a best endeavour basis during Placing Shares and such trading fee as may be payable to the Stock Exchange for the Placing Period, subject Shares to Clauses 2.4 be borne and 2.5. The choice of Placee(spayable by the Placees) for the Notes shall be determined by the Placing Agent, subject to the requirements of the Applicable Laws. The Placing Agent will issue to the Placee(s) whom it has procured to subscribe for or purchase the Notes, a Placing Letter (other than as agreed between the Placing Agent and the Issuer). The allocation of the Notes amongst the Placees to be procured by the Placing Agent shall be determined by the Placing Agent itself, failing which the Issuer shall have the right to determine the allocation of the Notes to each of the PlaceesShares. The Placing Agent may in turn, at its own expenses, appoint its sub-placing agent(s) to procure the Placee(s) to subscribe for the Placing Shares. For the avoidance of doubt, the Parties agree that the Placing Agent is only obliged to use best efforts to procure Placees for the Placing Shares, and the Placing Agent itself has no obligation to acquire or purchase take up all or any of the NotesPlacing Shares whether or not the Placing Agent fails to procure Placees to subscribe for the Placing Shares, and notwithstanding any other term or condition contained herein. 2.2 The Placing Agent will use its reasonable endeavours to ensure that the Placee(s) to be procured by or on behalf of the Placing Agent shall be independent of and not connected nor acting in concert with the Company and any of its connected persons or any of their respective associates. 2.3 The Placing Agent undertakes to the Issuer Company that it will: no prospectus (1) not provide any marketing or offering documents to the Placee(s) other than a term sheet, as defined in the form agreed by the Issuer and Companies Ordinance) or other document will be used to offer any of the Placing AgentShares to any person, and that the Placing Shares were and will only be placed through binding oral contracts, which summarises the major terms and conditions of the Notes, other documents agreed may be confirmed by the Issuer and the Placing Agent and any other information which is publicly available; (2) confine all statements it makes during the course of the communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and the term sheet except where issuing Placing Letters to such statements are in respect of information which at the time of making the same is publicly available; and (3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees in the course of procurement of the Placees. 2.3 2.4 The Placing Agent shall require any of its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Notes Placing Shares to comply with this Clause 2 and Clause 102. 2.4 2.5 The aggregate principal amount Placing Agent, relying on the representations, warranties and undertakings of the Notes to be placed Company, accepts the above appointment. Subject as provided in this Agreement, any transaction legally, properly and reasonably carried out by the Placing Agent shall not exceed HK$100,000,000. If the aggregate principal amount (and any sub-placing agent referred to in Clause 2.1 under and in accordance with this Agreement on behalf of the Notes Company (and not as principal)) pursuant to Placees successfully procured this Agreement shall constitute a transaction carried out by the Placing Agent at the first Closing is less than HK$20,000,000request of the Company and as its placing agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful default or gross negligence on the part of the Placing Agent) to the Company arising from any such transaction or for any alleged insufficiency of the price at which the Placing Shares are sold hereunder. 2.6 The Company hereby confirms that the foregoing appointment confers on the Placing Agent in accordance with the provisions hereof all powers, authorities and discretions on its behalf which are necessary for, or reasonably incidental to, the Issuer is not obliged Placing and the Company hereby approves, confirms and ratifies all such actions as may have been legally, duly, properly and reasonably taken by the Placing Agent. The Company agrees, promptly on request by the Placing Agent, to issue the Notes to the Placee(s) pursuant to Clause 5 and has the absolute discretion on determining whether the Notes execute or do, or procure that there shall be so issuedexecuted and done, all such documents, and things as the Placing Agent may reasonably deem necessary for such purpose. 2.5 The minimum principal amount of Notes to be subscribed or purchased by a Placee shall be HK$600,000 and any amount exceeding HK$600,000 shall be an integral multiple of HK$100,000.

APPOINTMENT OF THE PLACING AGENT. 2.1 The Issuer hereby (A) On the terms but subject to the conditions of this Agreement:- (i) the Company appoints the Placing Agent, upon and subject to the terms and conditions of this Agreement, Agent as its exclusive placing agent to procure Placee(s) not less than six Placees for, on a best efforts basis, the Placing Shares at the Placing Price for (together with such brokerage and the Notes on a best endeavour basis during Stock Exchange trading fee and the Placing Period, subject to Clauses 2.4 SFC transaction levy and 2.5. The choice of Placee(sthe FRC Transaction Xxxx as may be payable); and (ii) for the Notes shall be determined by the Placing Agent, subject to the requirements of the Applicable Laws. The Placing Agent will issue to the Placee(s) whom it has procured to subscribe for or purchase the Notes, a Placing Letter (other than as agreed between the Placing Agent and accepts such appointment. (B) For the Issuer). The allocation avoidance of doubt, the Notes amongst the Placees to be procured by parties hereto acknowledge that the Placing Agent shall be determined by is only obliged to use its best efforts to procure Placees for the Placing Shares, is not under any underwriting obligation in respect of the Placing Shares or any of them. Where the number of Placing Shares actually placed is less than 24,000,000 Placing Shares, the Placing Agent itselfis not obliged to acquire any or all Placing Shares for which no Placees are procured, failing the Company agrees that it does not have any recourse whatsoever against the Placing Agent in respect of such shortfall (if any). (C) The appointment under Clause 2(A) shall confer on the Placing Agent (and/or any sub- placing agents referred to in Clause 2(D)) all rights, powers, authorities and discretions on behalf of the Company which are necessary for or reasonably incidental to the Placing (including, without limitation and if necessary, completion of the relevant contract notes on behalf of the Company and the submission of such contract notes and other documents for stamping and registration), and agrees to ratify and confirm everything which the Issuer shall have Placing Agent (or any sub-placing agents) may lawfully, reasonably and properly do in the right to determine the allocation exercise of the Notes to each of the Placees. such rights, powers, authorities and discretion in accordance with this Agreement. (D) The Placing Agent may in turn, at its own the Placing Agent’s sole costs and expenses, appoint its other sub-placing agent(s) agents to procure Placees for the Placee(s) to subscribe for or purchase the Notes. 2.2 Placing Shares. The Placing Agent confirms and undertakes to the Issuer that it will: (1) not provide any marketing or offering documents to the Placee(s) other than a term sheet, in the form agreed by the Issuer and the Placing Agent, which summarises the major terms and conditions of the Notes, other documents agreed by the Issuer and the Placing Agent and any other information which is publicly available; (2) confine all statements it makes during the course of the communications with the Placee(s) strictly within the limits of the information contained in this Agreement, the Announcement and the term sheet except where such statements are in respect of information which at the time of making the same is publicly available; and (3) only conduct the Placing on the basis of the information officially published by the Issuer on the website of the Stock Exchange and further undertakes that no other information will be provided to potential Placees in the course of procurement of the Placees. 2.3 The Placing Agent shall require any of its sub-placing agent(s) to agent or other person through whom it may effect the Placing or offer or sell any Notes Placing Share to comply with observe the provisions of this Clause 2 Agreement. Any transaction legally, properly and Clause 10. 2.4 The aggregate principal amount of the Notes to be placed reasonably carried out by the Placing Agent (or any sub-placing agent) shall constitute a transaction carried out at the request of the Company and as its agent, and not in respect of the Placing Agent’s own account. The Placing Agent shall not exceed HK$100,000,000. If be responsible for any loss or damage (except for any loss or damage arising out of any fraud, wilful default or gross negligence on the aggregate principal amount part of the Notes to Placees successfully procured Placing Agent or any sub-placing agent or as a result of non-compliance by the Placing Agent at the first Closing is less than HK$20,000,000, the Issuer is not obliged to issue the Notes or any sub placing agent with their respective obligations under this Agreement) to the Placee(s) pursuant to Clause 5 and has the absolute discretion on determining whether the Notes shall be so issuedCompany arising from any such transaction. 2.5 (E) The minimum principal amount of Notes Company shall procure that:- (i) the Company will provide the Placing Agent, at its request, with all such information known to it, or which on reasonable enquiry ought to be subscribed known to it, and relating to the Group as may be reasonably required by the Placing Agent in connection with the Placing, for the purposes of complying with the requirements under all applicable Laws or purchased of the Stock Exchange or the SFC; and (ii) particulars of every significant new factor known to it which is, in its reasonable opinion, capable of materially affecting assessment of the Placing Shares in the context of the Placing which arises between the date of this Agreement and 12:00 noon on the Completion Date will be promptly provided to the Placing Agent, provided that all matters disclosed by a Placee shall be HK$600,000 and any amount exceeding HK$600,000 shall be an integral multiple the Company by way of HK$100,000public announcement are deemed to have been brought to the attention of the Placing Agent.