Common use of Commission and Expenses Clause in Contracts

Commission and Expenses. 9.1 In consideration of the services of the Sole Placing Agent in relation to the Placing and provided that Completion occurs in accordance with Clause 6, the Company shall pay to the Sole Placing Agent a commission of 2% of the amount which is equal to the Placing Price multiplied by the number of the Placing Shares successfully placed by or on behalf of the Sole Placing Agent (and any of its sub- placing agent(s))on behalf of the Company in pursuance of its obligations herein which the Sole Placing Agent is hereby authorized to deduct from the payment to be made by it to the Company at Completion pursuant to Clause 6.3(1). All commission in connection with the appointment of any sub- placing agent(s) shall be borne by the Sole Placing Agent absolutely. 9.2 In addition to the placing commission referred to in Clause 9.1: (1) other than brokerage (if any), such transaction levy as may 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 which shall be borne and payable by the Placees, the Company shall pay all fees payable to the Stock Exchange arising from the creation and issuance of the Placing Shares in accordance with the terms of this Agreement, any and all fees payable to the SFC, and all charges, fees and expenses of the Company’s share registrar including (without limitation) their fees and expenses in allotting and issuing the Placing Shares, and the issuance of definitive share certificates therefor, to the Placee(s) or, where applicable, the Sole Placing Agent or their respective nominees, all of which amounts the Sole Placing Agent is hereby authorised to deduct from the payment to be made by it to the Company pursuant to this Agreement; and (2) the Company shall bear all out-of-pocket expenses (including but not limited to fees charged in respect of CCASS transactions) reasonably and properly incurred by the Sole Placing Agent in relation to the Placing, which, if ascertained at Completion, the Sole Placing Agent is hereby authorised to deduct from the payment to be made to the Company pursuant to this Agreement. 9.3 Without prejudice to the generality of Clause 9.2, the Company will be responsible to pay all costs and expenses (including legal expenses) incurred by it in connection with: (1) the preparation and release of the Announcement (which will be arranged by the Company itself) and the negotiation, preparation and completion of this Agreement; and (2) the issue of the Placing Shares (excluding any trading fee and transaction levy as may be payable by the Placee(s) to the Stock Exchange and the SFC respectively for the Placing Shares).

Commission and Expenses. 9.1 (A) In consideration of the services of the Sole Placing Agent in relation to the Placing and provided that Completion occurs in accordance with Clause 6Hong Kong Underwriters under this Agreement, the Company shall will pay to the Sole Placing Agent a commission of 2% Joint Global Coordinators, for themselves and on behalf of the amount which is equal to Hong Kong Underwriters, an underwriting commission calculated at the Placing rate of 3.25 per cent. of the Offer Price multiplied by the number of Initial Hong Kong Offer Shares, less any Shares reallocated under clause 5(G). For the Placing Shares successfully placed by or on behalf avoidance of doubt, the Hong Kong Underwriters shall not be entitled to any underwriting commissions in respect of the Sole Placing Agent (Claw Back Shares or the Shares reallocated under clause 5(G) as the relevant underwriting discounts and any of its sub- placing agent(s))on behalf of the Company in pursuance of its obligations herein which the Sole Placing Agent is hereby authorized commissions relating to deduct from the payment to be made by it to the Company at Completion pursuant to Clause 6.3(1). All commission in connection with the appointment of any sub- placing agent(s) shall be borne by the Sole Placing Agent absolutely. 9.2 In addition to the placing commission referred to in Clause 9.1: (1) other than brokerage (if any), such transaction levy as may Shares will be payable to the SFC for Joint Global Coordinators and the Placing Shares relevant U.S. Underwriters and such trading fee as may be International Underwriters in accordance with the U.S. and International Underwriting Agreement and deducted from the subscription or purchase moneys payable to the Stock Exchange for Company and the Placing Shares which Selling Shareholders under the U.S. and International Underwriting Agreement. (B) The allocation and distribution of the underwriting commissions referred to in clause 7(A) between the Hong Kong Underwriters shall be borne and payable separately dealt with in the Agreement Among Hong Kong Underwriters. Payment of the underwriting commissions by the PlaceesCompany to the Joint Global Coordinators in accordance with this Agreement shall constitute good, full and final discharge of the Company's obligations under this Agreement to the Hong Kong Underwriters to make payment of such underwriting commissions. (C) In addition, the Company shall pay be responsible for all fees payable such fees, costs and expenses reasonably incurred in connection with or incidental to the Stock Exchange arising from Hong Kong Public Offering, which shall include but are not limited to the following: (i) all capital duty (if any) and other fees, charges and expenses payable in respect of the creation and issuance issue of the Placing Shares in accordance with the terms of this Agreement, any and all fees payable to the SFC, and all charges, Hong Kong Offer Shares; (ii) fees and expenses of the Company’s share registrar including Receiving Bankers and the Share Registrar; (without limitationiii) their fees and expenses in allotting of the Reporting Accountants; (iv) fees and issuing expenses of Sallmanns (Far East) Limited; (v) fees and expenses of the Placing Shares, and the issuance of definitive share certificates therefor, legal advisers to the Placee(sCompany; (vi) or, where applicable, fees and expenses of any public relations consultants engaged; (vii) fees and expenses of the Sole Placing Agent or their respective nominees, all of which amounts the Sole Placing Agent is hereby authorised to deduct from the payment to be made by it translators; (viii) fees and expenses related to the Company pursuant application for listing of and permission to this Agreementdeal in the Offer Shares on the Hong Kong Stock Exchange; (ix) fees and expenses related to the registration of the Hong Kong Offering Documents with any relevant authority, including without limitation the Registrar of Companies in Hong Kong; (x) fees and expenses of the printers, for printing, advertising and ancillary costs; (xi) costs of preparation, printing, despatch and distribution of the Hong Kong Offering Documents; (xii) CCASS transaction fees payable on the initial transfer with CCASS of Hong Kong Offer Shares applied for using yellow Application Forms; and (2xiii) printing of share certificates and refund cheques. (D) The Joint Global Coordinators are hereby authorised by the Company shall bear all out-of-pocket expenses (including but not limited to fees charged in respect of CCASS transactions) reasonably and properly incurred by direct the Sole Placing Agent in relation to the Placing, which, if ascertained at Completion, the Sole Placing Agent is hereby authorised Nominee to deduct from proceeds received from the payment Hong Kong Public Offering at Closing: (i) the underwriting commissions referred to be made in clauses 6(A)(i) and 7(A); (ii) the brokerage, transaction levy, investor compensation levy and trading fee referred to the Company pursuant to this Agreement.in clause 6(B); 9.3 Without prejudice to the generality of Clause 9.2(iii) such fees, the Company will be responsible to pay all costs and expenses (including legal expensesset out in clause 7(C) incurred by it in connection with: (1) the preparation and release of the Announcement (above, which will be arranged by the Company itself) hereby agrees to be withheld or deducted, and the negotiation, preparation and completion of this Agreement; and (2) the issue of the Placing Shares (excluding any trading fee and transaction levy as may arrange for such sum to be payable by the Placee(s) paid over to the Stock Exchange and Joint Global Coordinators or to such persons as the SFC respectively for the Placing Shares)Joint Global Coordinators may direct.

Commission and Expenses. 9.1 In consideration of the services of the Sole Placing Agent in relation to the Placing and provided that Completion occurs in accordance with Clause 6, the Company shall pay to the Sole Placing Agent a commission of 2% of the amount which is equal to the aggregate Placing Price multiplied by the number of the Placing Shares successfully placed by or on behalf of the Sole Placing Agent (and any of its sub- placing agent(s))on on behalf of the Company in pursuance of its obligations herein which the Sole Placing Agent is hereby authorized to deduct from the payment to be made by it to the Company at Completion pursuant to Clause 6.3(1). All commission in connection with the appointment of any sub- placing agent(sSole Placing Agent(s) shall be borne by the Sole Placing Agent absolutely. 9.2 In addition to the placing commission referred to in Clause 9.1: (1) other than brokerage (if any), such transaction levy as may 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 which shall be borne and payable by the Placees, the Company shall pay all fees payable to the Stock Exchange arising from the creation and issuance of the Placing Shares in accordance with the terms of this Agreement, any and all fees payable to the SFC, and all charges, fees and expenses of the Company’s share registrar including (without limitation) their fees and expenses in allotting and issuing the Placing Shares, and the issuance of definitive share certificates therefor, to the Placee(s) or, where applicable, the Sole Placing Agent or their respective nominees, all of which amounts the Sole Placing Agent is hereby authorised to deduct from the payment to be made by it to the Company pursuant to this Agreement; and (2) the Company shall bear all out-of-pocket expenses (including but not limited to fees charged in respect of CCASS transactions) reasonably and properly incurred by the Sole Placing Agent in relation to the Placing, which, if ascertained at Completion, the Sole Placing Agent is hereby authorised to deduct from the payment to be made to the Company pursuant to this Agreement. 9.3 Without prejudice to the generality of Clause 9.2, the Company will be responsible to pay all costs and expenses (including legal expenses) incurred by it in connection with: (1) the preparation and release of the Announcement (which will be arranged by the Company itself) and the negotiation, preparation and completion of this Agreement; and (2) the issue of the Placing Shares (excluding any trading fee and transaction levy as may be payable by the Placee(s) to the Stock Exchange and the SFC respectively for the Placing Shares).

Commission and Expenses. 9.1 In consideration all purchases and sales under this MFA, including those made pursuant to the rights, powers and remedies of COL specified herein, Full Name and Signature (Primary) Full Name and Signature (Secondary) without demand or notice other than as specified in this paragraph, the applicable broker's commission shall be chargeable by COL for and COL shall be deemed to have, and is hereby granted, an irrevocable power of attorney (coupled with interest) to do the following on the Client’s behalf: a) To sell any or all of the services indentured securities which may be in COL’s possession or which it may be carrying for the Client, either individually or jointly with others. COL shall in case of any such sale, be entitled to any deficiency in case the net proceeds of the Sole Placing Agent sale are less than the Client’s obligations which deficiency the Client and the Client’s successors or assigns shall remit to COL upon demand, and the Client shall, at all times, be liable for the payment of the full account of any obligations owing under the Margin Line and for any deficiency remaining thereunder in relation the event the liquidation thereof in whole or in part by anyone of the parties thereto; b) To buy any or all securities of which the COL Margin Account may be short; c) To cancel any outstanding orders in order to close out the Placing COL Margin Account in whole or in part, or in order to close out any commitments made in my/our behalf; and provided that Completion occurs its own account or for the account of other brokers, and shall be payable in accordance with Clause 6, the Company shall pay to the Sole Placing Agent a commission of 2% applicable rules of the amount which is equal to Exchange where the Placing Price multiplied by the number transaction was made and/or terms of the Placing Shares successfully placed by or on behalf of the Sole Placing Agent (and any of its sub- placing agent(s))on behalf of the Company in pursuance of its obligations herein which the Sole Placing Agent is hereby authorized to deduct from the payment to be made by it to the Company at Completion pursuant to Clause 6.3(1)relevant invoice. All commission incidental costs, taxes and expenses in connection with such transactions, or in connection with the appointment administration of any sub- placing agent(s) the Margin Line or the securities purchased, sold and/or indentured thereunder shall be borne by for the Sole Placing Agent absolutely. 9.2 In addition to the placing commission referred to in Clause 9.1: (1) other than brokerage (if any), such transaction levy as may Client’s account and shall be payable to COL upon the SFC for the Placing Shares and such trading fee as may be payable to the Stock Exchange for the Placing Shares which shall be borne and payable by the Placees, the Company shall pay all fees payable to the Stock Exchange arising from the creation and issuance of the Placing Shares in accordance with the terms of this Agreement, any and all fees payable to the SFC, and all charges, fees and expenses of the Company’s share registrar including (without limitation) their fees and expenses in allotting and issuing the Placing Shares, and the issuance of definitive share certificates therefor, to the Placee(s) or, where applicable, the Sole Placing Agent or their respective nominees, all of which amounts the Sole Placing Agent is hereby authorised to deduct from the payment to be made by it to the Company pursuant to this Agreement; and (2) the Company shall bear all out-of-pocket expenses (including but not limited to fees charged in respect of CCASS transactions) reasonably and properly incurred by the Sole Placing Agent in relation to the Placing, which, if ascertained at Completion, the Sole Placing Agent is hereby authorised to deduct from the payment to be made to the Company pursuant to this Agreementbilling thereof. 9.3 Without prejudice to the generality of Clause 9.2, the Company will be responsible to pay all costs and expenses (including legal expenses) incurred by it in connection with: (1) the preparation and release of the Announcement (which will be arranged by the Company itself) and the negotiation, preparation and completion of this Agreement; and (2) the issue of the Placing Shares (excluding any trading fee and transaction levy as may be payable by the Placee(s) to the Stock Exchange and the SFC respectively for the Placing Shares).

Commission and Expenses. 9.1 (A) In consideration of the services of the Sole Placing Agent in relation to the Placing and provided that Completion occurs in accordance with Clause 6Hong Kong Underwriters under this Agreement, the Company shall and the Selling Shareholder will pay to the Sole Placing Agent a commission of 2% Joint Global Coordinators, for themselves and on behalf of the amount which is equal to Hong Kong Underwriters, an underwriting commission in the Placing Offer Ratio and calculated at the rate of 3.5 per cent. of the Offer Price multiplied by the number of Initial Hong Kong Offer Shares, less any H Shares reallocated under clause 5(G). For the Placing avoidance of doubt, the Hong Kong Underwriters shall not be entitled to any underwriting commissions in respect of the Claw Back Shares successfully placed or the H Shares reallocated under clause 5(G) as the relevant underwriting discounts and commissions relating to such H Shares will be payable to the Joint Global Coordinators and the relevant the US Underwriters and the International Underwriters in accordance with the International Underwriting Agreement and deducted from the subscription or purchase moneys payable under the International Underwriting Agreement. (B) The allocation and distribution of the underwriting commissions referred to in clause 7(A) between the Hong Kong Underwriters shall be separately dealt with in the Agreement Among Hong Kong Underwriters. Payment of the underwriting commissions by the Company and, as the case may be, the Selling Shareholder to the Joint Global Coordinators in accordance with this Agreement and/or the Receiving Bankers' Agreements as appropriate shall constitute good, full and final discharge of the Company's and the Selling Shareholder's respective obligations under this Agreement to the Hong Kong Underwriters to make payment of such underwriting commissions. Neither the Company nor the Selling Shareholder shall be concerned as to or bear any liability in respect of the allocation or distribution of such underwriting commissions by the Joint Global Coordinators to any one or more of the Hong Kong Underwriters. (C) The Company and the Selling Shareholder will also pay to the Joint Global Coordinators (for themselves and on behalf of the Sole Placing Agent (and any of its sub- placing agent(s))on behalf each of the Company in pursuance Joint Sponsors and the Hong Kong Underwriters) such reasonable fees, costs and expenses of its obligations herein which the Sole Placing Agent is hereby authorized to deduct from Joint Global Coordinators, the payment to be made by it to Joint Sponsors and the Company at Completion pursuant to Clause 6.3(1). All commission Hong Kong Underwriters under this Agreement or in connection with the appointment of any sub- placing agent(s) Global Offering as the parties have separately agreed in writing. In addition, the Company and the Selling Shareholder shall be borne by the Sole Placing Agent absolutely. 9.2 In addition responsible for all such fees, costs and expenses reasonably incurred in connection with or incidental to the placing commission referred Hong Kong Public Offering, which shall include but are not limited to in Clause 9.1the following: (1i) other than brokerage all capital duty (if any), such transaction levy as may be premium duty (if any) and other fees, charges and expenses payable to the SFC for the Placing Shares and such trading fee as may be payable to the Stock Exchange for the Placing Shares which shall be borne and payable by the Placees, the Company shall pay all fees payable to the Stock Exchange arising from in respect of the creation and issuance issue of the Placing Shares in accordance with the terms of this Agreement, any and all fees payable to the SFC, and all charges, Hong Kong Offer Shares; (ii) fees and expenses of the Company’s share registrar including Receiving Bankers and the Share Registrar; (without limitationiii) their fees and expenses in allotting of the Reporting Accountants; (iv) fees and issuing expenses of the Placing Shares, Actuarial Consultants; (v) fees and expenses of Sallmanns (Far East) Limited; (vi) fees and expenses of legal advisers of the Company and the issuance Selling Shareholder; (vii) fees and expenses of definitive share certificates therefor, any public relations consultants engaged; (viii) fees and expenses of the translators; (ix) fees and expenses related to the Placee(sapplication for listing of and permission to deal in the Offer Shares on the Hong Kong Stock Exchange; (x) or, where applicable, the Sole Placing Agent or their respective nominees, all of which amounts the Sole Placing Agent is hereby authorised to deduct from the payment to be made by it fees and expenses related to the Company pursuant registration of the Hong Kong Offering Documents with any relevant authority, including without limitation the Registrar of Companies in Hong Kong; (xi) costs and expenses relating to this Agreementthe launching of the Hong Kong Public Offering; (xii) printing and advertising costs; (xiii) costs of preparation, printing, despatch and distribution of the Hong Kong Offering Documents; (xiv) CCASS transaction fees payable on the initial transfer with CCASS of Hong Kong Offer Shares applied for using yellow Application Forms; and (2xv) the Company shall bear all out-of-pocket expenses (including but not limited to fees charged in respect printing of CCASS transactions) reasonably share certificates, letters of regret and properly incurred by the Sole Placing Agent in relation to the Placing, which, if ascertained at Completion, the Sole Placing Agent is refund cheques. The Joint Global Coordinators are hereby authorised to direct the Nominee to deduct from proceeds received from the payment to be made to the Company pursuant to this Agreement. 9.3 Without prejudice to the generality of Clause 9.2, the Company will be responsible to pay all costs and expenses (including legal expenses) incurred by it in connection with: Global Offering at Closing (1) the preparation and release of the Announcement (which will be arranged by the Company itself) and the negotiationunderwriting commissions referred to in clause 7(A), preparation and completion of this Agreement; and (2) the issue of the Placing Shares (excluding any transaction levy, investor compensation levy, trading fee and transaction levy as may brokerage referred to in sub-clauses 5(F)(ii)(b) and (c), and (3) such fees, costs and expenses set out in this clause which the Company and the Selling Shareholder hereby agree to be payable by the Placee(s) withheld or deducted; and arrange for such sum to be paid over to the Stock Exchange and Joint Global Coordinators or to such persons as the SFC respectively for the Placing Shares)Joint Global Coordinators may direct.