Common use of APPOINTMENT OF THE PLACING AGENT Clause in Contracts

APPOINTMENT OF THE PLACING AGENT. 3.1 The Company hereby appoints the Placing Agent and the Placing Agent, relying on the representations, warranties and undertakings herein contained, agrees as the exclusive agent for the Company to procure Placees, during the Placing Period, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) at the Placing Price (as defined in Clause 3.4 below) on a best-effort basis.‌ 3.2 The Placing Agent may in turn appoint one or more sub-placing agents to procure Placees, during the Placing Period, for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. The Placing Agent shall procure that such other sub-placing agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. All fees of such sub-placing agents shall be paid and borne by the Placing Agent absolutely out of the fees payable by the Company to the Placing Agent under Clause 5.1. For the avoidance of doubt, the Company shall in no event be liable to pay any fees to such sub-placing agents of the Placing Agent. 3.3 The Company hereby confirms that the appointment referred to in Clause 3.1 confers on the Placing Agent all powers, authorities and discretion on behalf of the Company which are reasonably and properly necessary for, or necessarily incidental to, the making of 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. 3.4 The placing price (the “Placing Price”) of each of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) shall be at least equal to the Subscription Price. Subject to the above, the final price determination is dependent on the demand and market conditions of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the process of placement. 3.5 The Company agrees to issue the Rights Shares (including the Unsubscribed Rights Shares and the NQS Unsold Rights Shares) when allotted and fully-paid, shall rank pari passu in all respects with the Shares then in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date. The Rights Shares will be free from all liens, charges and encumbrances and together with all rights attaching to them on the date of allotment. 3.6 The choice of Placees for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares shall be determined solely by the Placing Agent, subject to the requirements of the Listing Rules in particular that the Placing Agent shall use its reasonable endeavours to ensure that the Placees who and whose ultimate beneficial owners shall be Independent Third Party, not a Shareholder nor a party acting in concert with the Concert Group. No Placee shall become a substantial shareholder of the Company as a result of the Placing. 3.7 Any transaction legally and properly carried out by the Placing Agent (and any sub-placing agents referred to in Clause 3.2 under and in accordance with this Agreement on behalf of the Company (and not as principal)) pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agents 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 negligence on the part of the Placing Agent, or any sub-agents appointed by the Placing Agent pursuant to Clause 3.2) to the Company arising from any such transaction in relation to the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares. 3.8 At Completion, the Placing Agent shall deliver to the Company a schedule showing: (i) details of the Placees procured by each of them including their names, country of incorporation (if a corporation) and addresses (or registered / correspondence address if a corporation); (ii) a copy of the Placing Agent’s confirmation of independence of the Placees or such other person(s) as nominated by the Placees; (iii) the number of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares subscribed by each Placee; and (iv) details of the CCASS Stock Accounts (as defined in the General Rules) for the allotment and issue of such Rights Shares.

APPOINTMENT OF THE PLACING AGENT. 3.1 The Company ‌ 2.1 Subject to the terms of this Agreement, the Issuer hereby appoints the Placing Agent Agent, as its non- exclusive placing agent and the Placing Agent, relying on the representations, warranties and undertakings herein containedof the Issuer, agrees accepts the appointment as the exclusive placing agent for the Company Bonds, on a best effort basis, to procure Placees, Placees who are not a connected person (as defined under the Listing Rules) of the Issuer to subscribe the Bonds at any time during the Placing Period, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (. 2.2 Subject as the case may be) at the Placing Price (as defined specifically provided in Clause 3.4 below) on a best-effort basis.‌ 3.2 The Placing Agent may in turn appoint one or more sub-placing agents to procure Placees, during the Placing Period, for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. The Placing Agent shall procure that such other sub-placing agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of this Agreement. All fees of such sub-placing agents shall be paid and borne by the Placing Agent absolutely out of the fees payable by the Company to the Placing Agent under Clause 5.1. For the avoidance of doubt, the Company shall in no event be liable to pay any fees to such sub-placing agents of the Placing Agent. 3.3 The Company hereby confirms that the appointment referred to in Clause 3.1 confers on the Placing Agent all powers, authorities and discretion on behalf of the Company which are reasonably and properly necessary for, or necessarily incidental to, the making of 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. 3.4 The placing price (the “Placing Price”) of each of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) shall be at least equal to the Subscription Price. Subject to the above, the final price determination is dependent on the demand and market conditions of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the process of placement. 3.5 The Company agrees to issue the Rights Shares (including the Unsubscribed Rights Shares and the NQS Unsold Rights Shares) when allotted and fully-paid, shall rank pari passu in all respects with the Shares then in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date. The Rights Shares will be free from all liens, charges and encumbrances and together with all rights attaching to them on the date of allotment. 3.6 The choice of Placees for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares shall be determined solely by the Placing Agent, subject to the requirements of the Listing Rules in particular that the Placing Agent shall use its reasonable endeavours to ensure that the Placees who and whose ultimate beneficial owners shall be Independent Third Party, not a Shareholder nor a party acting in concert with the Concert Group. No Placee shall become a substantial shareholder of the Company as a result of the Placing. 3.7 Any transaction legally and properly carried out by the Placing Agent (and any sub-placing agents referred to in Clause 3.2 under and in accordance with this Agreement on behalf of the Company (and not as principal)) pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company Issuer and as its agents 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, Agent or of any of its sub-placing agents appointed or as a result of non-compliance by the Placing Agent pursuant to Clause 3.2or any sub placing agent with their respective obligations under this Agreement) to the Company Issuer arising from any such transaction or for any alleged insufficiency of the placing price or to any party in relation to connection with the Unsubscribed Rights Shares and/or the NQS Unsold Rights SharesPlacing. 3.8 At Completion2.3 The Issuer 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 Placing including the power to appoint one or more sub-placing or selling agents (whose fees shall be borne by the Placing Agent) and the Issuer hereby agrees to approve, confirm and ratify everything which the Placing Agent shall deliver lawfully, reasonably and properly do or has done pursuant to and in accordance with the Company a schedule showing: (i) details terms of this Agreement. The Issuer agrees promptly on the Placees procured reasonable request by each of them including their names, country of incorporation (if a corporation) and addresses (or registered / correspondence address if a corporation); (ii) a copy of the Placing Agent’s confirmation , to execute or do, or procure that there shall be executed and done, all such documents and things as the Placing Agent may reasonably deem necessary for such purposes. 2.4 The Bonds shall be offered in specified denominations of independence HK$250,000 and integral multiples of the HK$250,000 in excess thereof. The choice of Placees or such other person(s) as nominated shall solely be determined by the Placees; (iii) Placing Agent provided that such Placees shall not be identified to the number of Placing Agent by the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares subscribed by each Placee; and (iv) details of the CCASS Stock Accounts Issuer as connected persons (as defined in under the General Listing Rules) of the Issuer. 2.5 The Placing Agent shall not be responsible for any functions to be carried out by the allotment other parties or any other documents nor shall it be responsible for monitoring the performance of the other parties under the Transaction Documents. 2.6 The Issuer agrees and acknowledges that the Placing Agent, in connection with the issue of such Rights Sharesthe Bonds, is not acting as, nor should it be considered as, a financial adviser as described under the Listing Rules in relation to equity transactions.

APPOINTMENT OF THE PLACING AGENT. 3.1 2.1 The Company hereby appoints the Placing Agent to the exclusion of all others as its sole placing agent of the Placing, upon and subject to the terms and conditions of this Agreement, and the Placing Agent, relying on the representations, warranties and undertakings herein containedon the part of the Company contained herein, agrees to act as the exclusive Company’s placing agent for the Company to procure Placeesthe Placees to subscribe, during the Placing Period, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) at the Placing Price (together with brokerage (if any), such transaction levy as defined in Clause 3.4 belowmay be payable to the SFC for the Placing Shares and such trading fee as may be payable to the Stock Exchange for the Placing Shares to be borne and payable by the Placees) for the Placing Shares on a best-best effort basis.‌ 3.2 basis on and subject to the terms and conditions set out in this Agreement. The Placing Shares shall be offered by way of Placing Letter by the Placing Agent to the Placee(s) (other than as agreed between the Placing Agent and the Company). The Placing Agent may in turn turn, at its own expenses, appoint one or more its sub-placing agents agent(s) to procure Placees, during the Placee(s) to subscribe for the Placing Period, for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. The Placing Agent shall procure that such other sub-placing agents shall comply with all relevant obligations to which the Placing Agent is subject under the terms of Subject as specifically provided in this Agreement. All fees of such sub-placing agents shall be paid , any transaction properly and borne by the Placing Agent absolutely out of the fees payable by the Company to the Placing Agent under Clause 5.1. For the avoidance of doubt, the Company shall in no event be liable to pay any fees to such sub-placing agents of the Placing Agent. 3.3 The Company hereby confirms that the appointment referred to in Clause 3.1 confers on the Placing Agent all powers, authorities and discretion on behalf of the Company which are reasonably and properly necessary for, or necessarily incidental to, the making of 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. 3.4 The placing price (the “Placing Price”) of each of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) shall be at least equal to the Subscription Price. Subject to the above, the final price determination is dependent on the demand and market conditions of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the process of placement. 3.5 The Company agrees to issue the Rights Shares (including the Unsubscribed Rights Shares and the NQS Unsold Rights Shares) when allotted and fully-paid, shall rank pari passu in all respects with the Shares then in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date. The Rights Shares will be free from all liens, charges and encumbrances and together with all rights attaching to them on the date of allotment. 3.6 The choice of Placees for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares shall be determined solely by the Placing Agent, subject to the requirements of the Listing Rules in particular that the Placing Agent shall use its reasonable endeavours to ensure that the Placees who and whose ultimate beneficial owners shall be Independent Third Party, not a Shareholder nor a party acting in concert with the Concert Group. No Placee shall become a substantial shareholder of the Company as a result of the Placing. 3.7 Any transaction legally and properly lawfully carried out by the Placing Agent (and any or its sub-placing agents referred to in Clause 3.2 under and in accordance with this Agreement on behalf of the Company (and not as principalagent(s)) pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent (or its sub-agent) at the request of the Company and as its agents agent and not on account of or for the Placing AgentAgent (or its sub-agent). The Placing Agent shall not be responsible for any loss or damage (Save and except for any loss or damage arising out of any fraud, wilful default or gross negligence on the part of the Placing Agent, or any sub-agents appointed by the Placing Agent pursuant shall not be responsible or liable for any loss or damage to Clause 3.2) to any party in connection with the Company Placing or arising from any such transaction in relation to or for any alleged insufficiency of the Unsubscribed Rights price at which the Placing Shares and/or the NQS Unsold Rights Sharesare sold hereunder. 3.8 At Completion2.2 The Placing Agent shall procure not less than six (6) Placees on a best effort basis for the subscription of the Placing Shares at the Placing Price unless otherwise agreed by the Company. 2.3 The Placing Agent will use its reasonable endeavours to ensure that the Placee(s) (and where applicable, their ultimate beneficial owners) to be procured by or on behalf of the Placing Agent shall deliver be independent of, and not connected with or acting in concert with, the Company, its connected persons, including the substantial shareholders and directors of the Company, and any of their respective associates. 2.4 The Placing Agent undertakes to the Company a schedule showingthat it will: (i1) details procure the 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) in the course of such communications; and (2) confine all statements it makes during the course of these communications strictly within the limits of the Placees procured by each information contained in the Announcement. 2.5 The Placing Agent shall require any of them its sub-placing agent(s) to or through whom it may effect the Placing or offer or sell any Placing Shares to comply with this Clause 2. 2.6 The Company hereby confirms that the appointment pursuant to this Agreement 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 Placing (including their names, country of incorporation (if a corporationthe power and authority to delegate its functions hereunder to any other person(s) and addresses (or registered / correspondence address if a corporation); (iito act as agent(s) a copy of the Placing Agent’s confirmation of independence of ), and hereby agrees to ratify and confirm everything which the Placees Placing Agent properly and lawfully does or such other person(s) as nominated by the Placees; (iii) the number of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares subscribed by each Placee; and (iv) details of the CCASS Stock Accounts (as defined has done in the General Rules) for the allotment and issue exercise of such Rights Sharespowers, authorities and discretion in accordance with the terms of this Agreement. The Company hereby further acknowledges that the Placing Agent in performing its obligations and functions under this Agreement is authorised to appoint one or more sub-placing or selling agents to be its delegates in respect of all or any of its relevant rights, duties, powers and discretions in such manner and on such terms as it thinks fit (with or without formality and without prior notice of any such delegation being required to be given to the Company).

APPOINTMENT OF THE PLACING AGENT. 3.1 2.1 The Company hereby appoints the Placing Agent and the Placing Agent, relying on upon and subject to the representationsterms and conditions of this Agreement, warranties and undertakings herein contained, agrees as the exclusive its placing agent for the Company to procure Placees, during the Placing Period, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may benot less than six Placee(s) at the Placing Price (together with brokerage (if any), such transaction levy as defined in Clause 3.4 belowmay be payable by the Placee(s) to the SFC for the Placing Shares and such trading fee as may be payable by the Placee(s) to the Stock Exchange for the Placing Shares) for the Placing Shares on a best-effort basis.‌ 3.2 best endeavour basis. The Placing Shares shall be offered by way of Placing Letter(s) by the Placing Agent to the Placee(s) (other than as agreed between the Placing Agent and the Company). The Placing Agent may in turn appoint one or more sub-its sub- placing agents agent(s) to procure Placees, during the purchasers to subscribe for the Placing Period, for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. The Placing Agent confirms and undertakes that it shall procure that such other require any sub-placing agents shall comply with all relevant obligations agent or other person through whom it may effect the placing of Placing Shares or offer any placing of Placing Shares to which observe the Placing Agent is subject under the terms provisions of this Agreement. All fees of such sub-placing agents shall be paid and borne absolutely by the Placing Agent absolutely out of the fees payable by the Company to the Placing Agent under Clause 5.1. For the avoidance of doubt, the Company shall in no event be liable to pay any fees to such sub-placing agents of the Placing Agent. 3.3 The Company hereby confirms that the appointment referred to 2.2 Subject as provided in Clause 3.1 confers on the Placing Agent all powers, authorities and discretion on behalf of the Company which are reasonably and properly necessary for, or necessarily incidental to, the making of 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. 3.4 The placing price (the “Placing Price”) of each of the Unsubscribed Rights Shares , any transaction legally, properly and the NQS Unsold Rights Shares (as the case may be) shall be at least equal to the Subscription Price. Subject to the above, the final price determination is dependent on the demand and market conditions of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the process of placement. 3.5 The Company agrees to issue the Rights Shares (including the Unsubscribed Rights Shares and the NQS Unsold Rights Shares) when allotted and fully-paid, shall rank pari passu in all respects with the Shares then in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date. The Rights Shares will be free from all liens, charges and encumbrances and together with all rights attaching to them on the date of allotment. 3.6 The choice of Placees for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares shall be determined solely by the Placing Agent, subject to the requirements of the Listing Rules in particular that the Placing Agent shall use its reasonable endeavours to ensure that the Placees who and whose ultimate beneficial owners shall be Independent Third Party, not a Shareholder nor a party acting in concert with the Concert Group. No Placee shall become a substantial shareholder of the Company as a result of the Placing. 3.7 Any transaction legally and properly reasonably carried out by the Placing Agent (and any sub-placing agents referred to in Clause 3.2 under and in accordance with this Agreement on behalf of the Company (and not as principal)) pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agents 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 willful default or gross negligence on the part of the Placing Agent, or as a result, directly or indirectly, of any subnon-agents appointed compliance by the Placing Agent pursuant to Clause 3.2with its obligations under this Agreement) to the Company arising from any such transaction in relation to or for any alleged insufficiency of the Unsubscribed Rights price at which the Placing Shares and/or the NQS Unsold Rights Sharesare sold hereunder. 3.8 At Completion2.3 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 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 (and/ or any sub- placing agent). The Company agrees, promptly on request by the Placing Agent to execute or do, or procure that there shall deliver be executed and done, all such documents, and things as the relevant Placing Agent may reasonably deem necessary for such purpose. 2.4 The Placing Agent undertakes to the Company a schedule showingthat it shall: (i1) details procure Placee(s) only in the course of communications with them over the Placees procured by 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 3.2 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) in the course of them including their names, country of incorporation (if a corporation) and addresses (or registered / correspondence address if a corporation)such communications; (ii2) a copy confine all statements it makes during the course of these communications strictly within the limits of the Placing Agent’s confirmation of independence of information contained in the Placees or such other person(s) as nominated by the Placees; (iii) the number of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares subscribed by each PlaceeAnnouncement; and (iv3) details of the CCASS Stock Accounts (as defined in Placing shall be confirmed by the General Rules) for the allotment and issue of such Rights SharesPlacing Letter(s).

APPOINTMENT OF THE PLACING AGENT. 3.1 2.1 The Company Vendor hereby appoints the Placing Agent to the exclusion of all others and the Placing Agent, relying on the representations, warranties and undertakings herein containedcontained and subject to the conditions as hereinafter mentioned, agrees to act as the exclusive placing agent for the Company Vendor to procure Placeesprocure, during the Placing Period, to subscribe for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares (as the case may be) at the Placing Price (as defined in Clause 3.4 below) on a best-effort basis.‌ 3.2 The Placing Agent may in turn appoint one or more sub-placing agents to procure Placeesbasis, during purchasers for the Placing Period, for the Unsubscribed Rights Shares and the NQS Unsold Rights Shares. The Placing Agent shall procure that such other sub-placing agents shall comply with all relevant obligations to which at the Placing Agent is subject under the terms of this Agreement. All fees of such sub-placing agents shall be paid and borne by the Placing Agent absolutely out of the fees payable by the Company to the Placing Agent under Clause 5.1Price. For the avoidance of doubt, the Company Placing Agent shall in no event not be liable obliged to pay purchase any fees of the Placing Shares on its own account and the total number of Placing Shares is to such be determined upon final matter confirmation from the purchasers. 2.2 The Placing Agent may appoint sub-placing agents of to procure purchasers for the Placing AgentShares subject to its confirmation and undertaking that it shall require any sub-placing agent or other person through whom it may effect the Placing or offer any Placing Shares to observe the provisions of this Agreement. 3.3 2.3 The Company Vendor hereby confirms that the this appointment referred to in Clause 3.1 confers on the Placing Agent Agent, in accordance with the provisions hereof, all powers, authorities and discretion on behalf of the Company Vendor which are reasonably and properly necessary for, or necessarily reasonably incidental to, the making of Placing (including, without limiting the Placing foregoing 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. 3.4 2.4 The placing price (Vendor shall sell or procure the “Placing Price”) of each sale of the Unsubscribed Rights Placing Shares and the NQS Unsold Rights Shares (as the case may be) shall to be at least equal sold on its behalf pursuant to the Subscription Price. Subject to the above, the final price determination is dependent on the demand and market conditions of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares during the process of placement. 3.5 The Company agrees to issue the Rights Shares (including the Unsubscribed Rights Shares and the NQS Unsold Rights Shares) when allotted and fully-paid, shall rank pari passu in all respects with the Shares then in issue on the date of allotment of the Rights Shares in fully-paid form, including the right to receive all dividends and distributions which may be declared, made or paid on or after such date. The Rights Shares will be Placing free from all liens, charges and encumbrances and together with all rights attaching to them as at the Closing Date, including the right to receive all dividends declared, made or paid on or after the date of allotmentClosing Date. 3.6 2.5 The Placing Shares shall be offered by the Placing Agent to the Placees in board lots of 2,000 Shares. The choice of Placees for the Unsubscribed Rights Shares and the NQS Unsold Rights Placing Shares shall be determined solely by the Placing Agent, with the approval of the Vendor and subject to the requirements of the Listing Rules (in particular that the Placing Agent shall use its reasonable best endeavours to ensure that the Placees who and whose their ultimate beneficial owners shall be Independent Third Partythird parties independent from (i) the Vendor and its associates (as defined in the Listing Rules); and (ii) the Company and its associates (as defined in the Listing Rules) and connected persons (as defined in the Listing Rules). 2.6 The Placing Agent confirms and undertakes to the Vendor not to, directly or indirectly, offer, sell or deliver any Placing Shares or distribute or publish any documents (including, without limitation to the foregoing, any prospectus, form of application, offering circular, advertisement or other offering material or any report or other document calculated to invite or lead to offers or agreements being made to purchase Placing Shares) or make any representations or statements in relation to the Placing in the United States of America or in any country or jurisdiction except such offer, sale or delivery is made under circumstances that, shall not result in or constitute a Shareholder nor breach of any applicable laws and regulations or give rise to a party acting requirement for any prospectus to be published or filed or any registration or qualification to be made or obtained (other than such as are made or obtained by the Placing Agent) in concert any country or jurisdiction and all offers, sales and deliveries of Placing Shares shall be made on such terms. 2.7 The Placing Agent confirms and undertakes to the Vendor that it has not offered or sold and shall not offer or sell in Hong Kong, by means of any document, any Placing Shares other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or as agent, or otherwise in circumstances which do not constitute an offer to the public, and it has not issued or caused to be issued and shall not issue or cause to be issued any documents in relation to the Placing in Hong Kong (unless permitted to do so under the securities laws of Hong Kong) other than with respect to Placing Shares intended to be disposed of to persons outside Hong Kong or to be disposed of in Hong Kong or only to persons whose business involves the Concert Group. No Placee acquisition, disposal, or holding, of securities whether as principal or as agent. 2.8 The Placing Agent confirms and undertakes that it has not made and shall become a substantial shareholder not make to any person to whom Placing Shares may be offered any representation or statement regarding the Company, the Group or the financial or business position or prospects of the Company as a result or the Group which was not or is not, at the time of making the Placingsame, general public knowledge in the marketplace. 3.7 2.9 Any transaction legally legally, properly and properly reasonably carried out by the Placing Agent (and any sub-placing agents agent referred to in Clause 3.2 2.2 under and in accordance with this Agreement on behalf of the Company Vendor (and not as principal)) pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agents Vendor and not on account in respect of or for the Placing Agent. The ’s own account and the Placing Agent shall not be responsible for any loss or damage to any persons (except including the Vendor) arising from any such transaction except: (A) for any loss or damage arising out of any fraud, wilful default or negligence on the part of the Placing Agent, Agent or any sub-agents appointed placing agent involved in the Placing; or (B) as a result, directly or indirectly, from non-compliance by the Placing Agent pursuant to Clause 3.2) to the Company arising from or any such transaction in relation to the Unsubscribed Rights Shares and/or the NQS Unsold Rights Sharessub-placing agent with its obligations under this Agreement. 3.8 At Completion, 2.10 The Placing Shares shall be offered by the Placing Agent shall deliver to the Company a schedule showing: (i) details of the Placees procured by each of them including their names, country of incorporation (if a corporation) and addresses (or registered / correspondence address if a corporation); (ii) a copy of at the Placing Agent’s confirmation of independence of Price as agent for the Placees or Vendor (together with such other person(s) Hong Kong stamp duty and Stock Exchange transaction levy as nominated may be payable by the Placees; (iii) up to the number of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares subscribed by each Placee; and (iv) details of the CCASS Stock Accounts (as defined in the General Rules) for the allotment and issue of such Rights SharesClosing Date.