Common use of EVENTS SINCE THE ACCOUNTS DATE Clause in Contracts

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions): (a) its business has been carried on in the ordinary course and so as to maintain the same as a going concern; (b) it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company.

EVENTS SINCE THE ACCOUNTS DATE. 12.1 Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):Date there has been no material change in: (a) the financial or trading position or prospects of the Company; (b) the value or state of assets or amount or nature of liabilities as compared with the position disclosed in the Management Accounts. 12.2 The Company has since the Accounts Date carried on its business has been carried on in the ordinary course and without interruption, so as to maintain the same it as a going concernconcern and paid its creditors in the ordinary course and within the credit periods agreed with such creditors. 12.3 Since the Accounts Date no supplier of the Company has ceased or restricted supplies or threatened so to do, there has been no loss or material curtailment of the business transacted by the Company with any customer which at any time represented 10 per cent or more of the turnover of the Company and the Shareholders are not aware of any circumstances likely to give rise to any of the above. 12.4 Since the Accounts Date the Company has not: (a) incurred or committed to incur: (i) material capital expenditure exceeding(pound)5,000; or (ii) any liability whether actual or contingent except for full value or in the ordinary course of business; (b) it has not acquired or agreed to acquire: (i) any asset for a consideration higher than its market value at the time of acquisition or otherwise than in the ordinary course of business; or (ii) any business or substantial part of it or any share or shares in a body corporate; (c) disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declaredof, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors assets of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (Company, except in the ordinary course of business and for full value; (d) repaid wholly or in part any loan except upon the business carried on by it due date or from dates for repayment; (e) issued or allotted share or loan capital, increased its bankers under authorised share capital, purchased or redeemed any shares, reduced or re-organised its share capital or agreed loan facilities);to do so; or (f) there has not been declared or paid any material deterioration in the financial position or prospects distribution of profit. 12.5 None of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed debts included in the Management Accounts or in the books and records any of the Company.debts subsequently arising have been the subject of factoring by the Company and the Shareholders are not aware of any circumstances which could result in any presently outstanding debt in excess of (pound)1,000 not being paid in full. FINANCIAL

EVENTS SINCE THE ACCOUNTS DATE. Since Save for any actions taken (or to be taken) in connection with the Reorganisation in accordance with this Agreement, since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):: (a) its there has been no material adverse change in the financial position of any Group Company or the Group as a whole; (b) there has been no change in the issued share capital of any Group Company or in the legal or beneficial ownership of any Group Company; (c) no dividend or other distribution (whether in cash, stock or in kind) has been declared, authorised, paid or made, by any Group Company (except for any dividends or other distributions provided for in the Accounts); (d) the business of the Group Companies has been carried on in all material respects in the ordinary course and so as to maintain consistent with the same as a going concernway in which that business was conducted in the twelve (12) months preceding the Accounts Date; (be) it no Group Company has not acquired or disposed of or agreed to acquire or dispose of any business business, interest in any share, debenture or security of any material asset company, or undertaking; (other than trading stock f) except for trade debt incurred in the ordinary course of the business carried on by it) business, no Group Company has repaid any borrowing or assumed indebtedness in advance of its stated maturity or acquired any material liability (including a contingent liability)other repayment date; (cg) no dividend Group Company has acquired or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (disposed of or agreed to be made) in the emoluments acquire or other terms of employment dispose of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except material asset other than in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date;trading; and (h) no part of the Business Group Company has been affected to a material extent by the loss of any important customerassumed or incurred, or of agreed to assume or incur any source of supply material liability, obligation, commitment or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company expenditure other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper usual course of business since the Account Date which are similarly disclosed trading or any such liability that will be repaid and discharged in the Management Accounts or in the books and records of the Companyfull at Completion.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to as regards the transactions contemplated by this Agreement (including Company and each of the Contributions):Subsidiaries: (a) its business has their businesses have been carried on in the ordinary and usual course without interruption, both as regards the nature, scope and manner of conducting the business of the Company and Subsidiaries and so as to maintain the same them as a going concern; (b) it there has not acquired or disposed of or agreed to acquire or dispose of any business or any been no material asset (other than trading stock adverse change in the ordinary course financial or trading position or prospects of the business carried on by it) or assumed or acquired any material liability (including a contingent liability);their business, and no such change is expected; and (c) no dividend or other distribution has been declared, made or paid to its their members nor has it have they repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its their employees who are in receipt of remuneration in excess of £100,000 RMB 0.5 million per annum or of any of the directors of the Company or any of the Subsidiaries nor has it have they paid any bonus or special remuneration to any such employee or any of its their directors; (e) it has they have not borrowed monies (except in the ordinary course of the business carried on by it them or from its their bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business (whether business of the Company or any of the Subsidiaries(whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business business of the Company or any of the Subsidiaries shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business business of the Company or any of the Subsidiaries has been affected to a material extent by the loss of any important customer, or of any source of supply or supply, by the cancellation or loss of any order or contract contract, or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant redundant, nor has the Company or any of the Subsidiaries taken (or omitted to take take) any action which would entitle any employee to claim that he has been constructively dismissed; dismissed (j) no resignation or termination except in the ordinary and proper course of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subjectbusiness); and (lj) there are no liabilities (including contingent liabilities) outstanding on the part of the Company or any of the Subsidiaries other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Accounts Date which are similarly disclosed in the Management Accounts or in the books and records of the CompanyCompany and each of the Subsidiaries.

EVENTS SINCE THE ACCOUNTS DATE. 11.1 Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):Date there has been no material adverse change in: (a) the financial or trading position of the Company or the likelihood of the Bank Condition and the IBM Condition being fulfilled; (b) the value or state of assets or amount or nature of liabilities as compared with the position disclosed in the Accounts; or (c) in the turnover, direct or indirect expenses or the margin of profitability of the Company as compared with the position disclosed for the equivalent period of the last financial year. 11.2 The Company has since the Accounts Date carried on its business has been carried on in the ordinary course and without interruption, so as to maintain the same it as a going concernconcern and paid its creditors in the ordinary course and within the credit periods agreed with such creditors. 11.3 Since the Accounts Date no supplier of the Company has ceased or restricted supplies or threatened so to do, there has been no loss or material curtailment of the business transacted by the Company with any customer which at any time in the preceding financial year represented ten per cent or more of the turnover of the Company and the Warrantors are not aware of any circumstances likely to give rise to any of the above. 11.4 Since the Accounts Date the Company has not: (a) incurred or committed to incur: (i) material capital expenditure; or (ii) any liability whether actual or contingent except for full value or in the ordinary course of business; (b) it has not acquired or agreed to acquire: (i) any asset for a consideration higher than its market value at the time of acquisition or otherwise than in the ordinary course of business; or (ii) any business or substantial part of it or any share or shares in a body corporate; (c) disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declaredof, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (assets except in the ordinary course of business and for full value; (d) repaid wholly or in part any loan except upon the business carried on by it due date or from dates for repayment; (e) issued or allotted share or loan capital, increased its bankers under authorised share capital, purchased or redeemed any shares, reduced or re-organised its share capital or agreed loan facilities);to do so; or (f) there has not been declared or paid any material deterioration in the financial position or prospects distribution of profit. 11.5 None of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed debts included in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records any of the Companydebts subsequently arising have been the subject of factoring by the Company and the Warrantors are not aware of any circumstances which could result in any presently outstanding debt in excess of £1,000 not being paid in full.

EVENTS SINCE THE ACCOUNTS DATE. 5.1 Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):Date as regards each Group Company: (a) its business has been carried on in the ordinary course and so as to maintain the same as a going concern; (b) it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock man capital equipment in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability)) which is not specifically referred to in the Management Accounts; (c) no dividend or other distribution (as defined by CTA) has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no material change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are arc in receipt of remuneration in excess of £100,000 per annum or of any of the die directors of the such Group Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business as currently operated (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business as currently operated shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the tire Business as currently operated has been affected effected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are Warrantor is aware are there any circumstances likely to lead thereto; (i) no employee Key Employee has been dismissed or made redundant nor has the any Group Company taken or omitted to take any action which would entitle any employee Key Employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (lj) there are no liabilities (including contingent liabilities) outstanding on the part of the such Group Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Accounts Date which are similarly disclosed in the Management Accounts or in the books and records of the such Group Company.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to Date the transactions contemplated by this Agreement (including the Contributions): (a) its business Company has been carried on business as a going concern in the ordinary and usual course and so as to maintain the same as a going concern;concern and without any interruption or alteration in its nature, scope or the manner of carrying on the same and (without prejudice to the foregoing generality):- (b) it 6.1 has not acquired or disposed of entered into or agreed to acquire enter into any contract, obligation or dispose of any business or any material asset (other than trading stock commitment except routine contracts on arm's length terms in the ordinary normal course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declared, made or paid to its members trading nor has it repaid made any loan capital or other debenturepayment except for payments of a routine arms' length nature in the normal course of trading; (d) 6.2 there has been no change has been made (or agreed to be made) in the emoluments manner in which the Company conducts its business or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum the assets or of any of the directors liabilities of the Company nor except for changes arising in the normal course of trading and there has it paid any bonus been no unusual increase or special remuneration to any such employee decrease in the level of the stock-in-trade or any current assets or liabilities of its directorsthe Company; (e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) 6.3 there has not been any material deterioration no adverse change in the financial or trading position or prospects of the Business (whether in consequence Company and to the best of normal trading the Warrantor's knowledge information and belief, no matters have occurred or otherwise)factors have arisen which it would be reasonable for the Warrantor to anticipate will or may have such an adverse effect; (g) neither 6.4 the trading nor the profitability turnover of the Business shows, as regards turnover, Company has not been materially less in volume or in monetary terms than its turnover for the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the corresponding period ended on the Accounts Datein its preceding financial year; (h) no part of the Business 6.5 there has been affected to a material extent no resolution of or agreement or consent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee members of the Company; (k) no material change to a material contract or agreement by which 6.6 the Company has not entered into any capital transaction as vendor, purchaser, lessor or lessee or otherwise undertaken any commitment exceeding in aggregate; 6.7 no dividends or other distributions of capital or income have been declared, paid or made by the Company; 6.8 there has been no change in the basis of emoluments or any of the other terms and conditions of employment or engagement of any of the employees, directors or any consultants or other person whose services the Company utilises, no bonus or other similar payment has been paid to any of the employees or directors or consultants or other such person and there has been no additional payment or contribution to any pension or other retirement benefit scheme in respect of any of the employees or directors or former employee or former directors; 6.9 there has been no purchase by the Company of fixed plant, machinery, stock-in-trade or any other asset at a cost in excess of the then market value thereof nor any sale by the Company of fixed plant, machinery, stock-in-trade or any other asset at a price less than the said market value thereof; 6.10 no debtor has been released by the Company on terms that he pays less than the book value of his debt and no debt owing to the Company has been deferred, subordinated or written off or has proved to be to any extent irrecoverable; 6.11 the Company has not repaid a loan or other indebtedness in advance of its assets is bound or subjectstated maturity date; and (l) 6.12 there are has been no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed change in the Accounts manner or incurred in time of payment of creditors or the ordinary and proper course issue of business since the Account Date which are similarly disclosed in the Management Accounts invoices or collection of debts or in the books and records level of borrowings or working capital requirements of the Company.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to as regards the transactions contemplated by this Agreement (including the Contributions):Company: (a) its business has been carried on in the ordinary and usual course without interruption, both as regards the nature, scope and manner of conducting the Business and so as to maintain the same it as a going concern; (b) it has not acquired or disposed of or agreed to acquire or dispose of any business or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (dc) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company any Group Member nor has it such Group Member paid any bonus or special remuneration to any such employee or any of its directors; (ed) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (he) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or supply, by the cancellation or loss of any order or contract contract, or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (if) no employee has been dismissed or made redundant redundant, nor has the Company taken (or omitted to take take) any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (lg) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the CompanyAccounts.

EVENTS SINCE THE ACCOUNTS DATE. Since 8.1 Save as otherwise disclosed in the Hong Kong Public Offering Documents, since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):Date:- (a) its business each Group Company has been carried on and will carry on business in the ordinary and usual course and so as to maintain the same it as a going concernconcern and in materially the same manner as previously carried on and since such date has not entered into any material contract, transaction or commitment outside the ordinary course of business of an unusual or onerous nature; (b) it there has been no material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise of the business of the Group taken as a whole or of the earnings, business affairs, position, prospects, assets or liabilities of its business as compared with the position disclosed by the Accounts, and there has been no material damage, destruction or loss (whether or not covered by insurance) affecting such business or assets that would result in a Material Adverse Effect. No Group Company has sustained any material loss or interference with its business from any labour dispute or court or governmental or administrative action, order or decree; and there has not acquired been any change in the capital stock, net assets or disposed net current assets of or agreed to acquire or dispose of any business or any material asset (adverse change or any development involving a prospective change, in or affecting the general affairs, management, financial position, prospects, shareholders’ equity or results of operations of the Group taken as a whole or any cancellation, waiver, release or discount in whole or in part of any material debts or claims of any Group Company other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability)business; (c) each Group Company has continued to pay its creditors in the ordinary course of business and no terms not being in the ordinary course of business, and accordingly excluding other seasonal or campaigns and initiatives have been incorporated into any contract entered into by such Group; (d) no Group Company has acquired, sold, transferred or otherwise disposed of any assets of whatsoever nature or cancelled or waived or released or discounted in whole or in part any debts or claims, except in each case in the ordinary course of business and would not, individually or in the aggregate, result in a Material Adverse Effect; (e) no Group Company has purchased or reduced any of its share capital, nor declared, paid or made any dividend or distribution of any kind on any class of shares; (f) no Group Company has taken on or become subject to any material contingent liability; (g) there have not been any steps taken or, to the knowledge of the Bank, threatened either for the enforcement of any Encumbrances in relation to or the early repayment of any financing arrangements (including all mortgages overdrafts and other loan or financial facilities) to which any Group Company is a party as a borrower, a lender, or in any other capacity; and (h) no dividend or other distribution has been been, or is treated as having been, declared, made or paid to its members nor by any Group Company. 8.2 Save as otherwise disclosed in the Hong Kong Public Offering Documents, since the Accounts Date, there has it repaid not been:- (a) Any damage, destruction, or loss, or interference with any loan capital of the Group Companies' businesses from fire, explosion, flood or other debenturecalamity, whether covered by insurance or not, [materially adversely] affecting the business of the Group;any acquisition, sale, disposal or transfer by any Group Company of any material tangible or intangible asset other than in the ordinary course of business, any Encumbrance on any such asset, or any lease of property, including equipment, other than tax liens with respect to taxes not yet due and statutory rights of customers in inventory and other assets, except as would not, individually or in the aggregate, result in a Material Adverse Effect; (b) any material transaction not in the ordinary course of business of any Group Company, other than the transactions under the material contracts as set out in the paragraph headed “Statutory and general information – 2. Further information about our business – A. Summary of Material Contracts” in Appendix VII to the Prospectus, and the International Underwriting Agreement; (c) any lapse of any trademark, copyright, or licence or any application with respect to the foregoing by any Group Company which is material in the context of the business of the Group; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment making of any of its employees who are in receipt of remuneration in excess of £100,000 per annum loan, advance, indemnity or guarantee by any Group Company to or for the benefit of any person except the creation of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except accounts receivable in the ordinary course of business; or a letter of intent or memorandum of understanding (or announcement of an intention to do so), or an agreement to do any of the business carried on by it or from its bankers foregoing, other than the transactions under agreed loan facilities); (f) there has not been any the material deterioration contracts as set out in the financial position or prospects paragraph headed “Statutory and general information – 2. Further information about our business - A. Summary of Material Contracts” in Appendix VII to the Business (whether in consequence of normal trading or otherwise); (g) neither Prospectus, and the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the CompanyInternational Underwriting Agreement.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date: (i) there has been no adverse change in the financial condition or prospects of any member of the Group and each Group company has entered into transactions and incurred liabilities solely in the ordinary course of trading; (ii) no resolution of any members of any Group company in general meeting has been passed other than resolutions relating to the business of the annual general meeting which was not special business; (iii) no Group company has declared, except in connection paid or made or is proposing to declare, pay or make any dividend or other distribution; (iv) the financial year end of the Group company has not changed from 31st December of each year; (v) no event has occurred which would entitle any third party (with or pursuant without the giving of notice) to call for the transactions contemplated by this Agreement (including the Contributions):repayment of indebtedness prior to its normal maturity date; (avi) its the business of each member of the Group has been carried on in the ordinary and usual course and so as to maintain in the same manner (including nature and scope) as a going concernin the past, no fixed asset or stock has been written up nor any debt written off and no unusual or abnormal contract has been entered into by any member of the Group; (bvii) it no asset of any member of the Group has not been acquired or disposed of on capital account, or has been agreed to acquire be acquired or dispose of any business or any material asset (other disposed of, otherwise than trading stock in the ordinary course of business and no member of the business carried on by it) Group has disposed of or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment parted with possession of any of its employees who are property, assets (including know-how) or stock in receipt of remuneration in excess of £100,000 per annum trade or of made any payments, and no contract involving expenditure by it on capital account has been entered into by any member of the directors of the Company nor Group, and no liability has it paid any bonus been created or special remuneration to any such employee or any of its directors; has otherwise arisen (e) it has not borrowed monies (except other than in the ordinary course of the business as previously carried on by it or from its bankers under agreed loan facilitieson); (fviii) there has not been no disposal of any material deterioration asset (including stock) or supply of any service or business facility of and kind (including a loan of money or the letting, hiring or licensing of any property whether tangible or intangible) in circumstances where the financial position consideration actually received or prospects of receivable for such disposal or supply was less than the Business (whether in consequence of normal trading or otherwise)consideration which could be deemed to have been received for tax purposes; (gix) neither the trading nor the profitability no event has occurred which gives rise to a tax liability to any member of the Business showsGroup on deemed (as opposed to actual) income, as regards turnoverprofits or gains or which results in any member of the Group becoming liable to pay or bear a tax liability directly or primarily chargeable against or attributable to another person, the state of order book, expenses and profit margins, any material deterioration firm or downturn by comparison with the period ended on the Accounts Datecompany; (hx) no part remuneration (including bonuses) or benefit payable to any officer or employee of the Business Company has been affected increased nor has any member of the Group undertaken any obligation to a material extent by the loss of increase any important customer, such remuneration at any future date with or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead theretowithout retrospective effect; (ixi) all book debts of each member of the Group shown in the Accounts which have been realised since the Accounts Date have been realised at the amounts at which they were included in the Accounts and no employee indication has been dismissed or made redundant nor has the Company taken or omitted received that any debt now owing to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee member of the Company; (k) no material change to a material contract Group is bad or agreement by which the Company or any of its assets is bound or subjectdoubtful; and (lxii) there are no liabilities (including contingent liabilities) outstanding on the part transaction of any importance to which any member of the Company other than those liabilities Group has been party has taken place, which if it had taken place on or before the Accounts Date would require to be disclosed or reflected in the Accounts or incurred in audited accounts of the ordinary and proper course of business since relevant Group company as at the Account Date which are similarly disclosed in the Management Accounts date thereof or in the books and records report of the CompanyDirectors accompanying such accounts.

EVENTS SINCE THE ACCOUNTS DATE. 6.1 Since the Accounts Date, except in connection with or pursuant 31 December 2015 up to the transactions contemplated by this Agreement (including Completion Date the Contributions):Group: (aA) its business has been carried on conducted the Business in a normal and proper manner so as to maintain it as a going concern in the ordinary course and so as to maintain in a manner consistent with the same as a going concernpast; (bB) it has not acquired entered into any investments or investment commitments in excess of €250,000 (in words: two hundred fifty thousand euro) in aggregate or assumed liabilities in excess of €250,000 (in words: two hundred fifty thousand euro) in aggregate or plans to enter into such commitments except for such divestments, commitments or liabilities within the ordinary course of business; (C) has not disposed of or agreed to dispose of any assets with a value in excess of €250,000 (in words: two hundred fifty thousand euro) except for disposals of products in the ordinary course of trade; (D) has not acquired, or agreed to acquire, or disposed of or agreed to acquire dispose of, any share, shares or dispose of other interest in any business company or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability)partnership; (cE) no dividend has not entered into or renewed any Guarantee or other distribution has been declared, made or paid arrangement to its members nor has it repaid secure any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment obligation of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any member of the directors Seller’s Group or third party or created any Encumbrance over any part of the assets of a Group Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except in the ordinary course of the business carried Business or in accordance with this Agreement; (F) has not entered into any Material Customer Contract or Material Supplier Contract; (G) none of the parties to the Material Customer Contract or Material Supplier Contract have terminated or indicated to terminate any Material Customer Contract or Material Supplier Contract; (H) has not amended the articles of association or by-laws of a member of the Group; (I) has not entered into any employment contract or contract for services with a gross remuneration on by it or from its bankers under agreed loan facilitiesan annual basis of more than €100,000 (in words: one hundred thousand euro); (fJ) there has not been made any material deterioration change in the financial position terms and conditions of employment of any Key Employees or prospects terminated the employment of the Business any Key Employees (whether in consequence of normal trading except for termination for cause i.e. gross negligence or otherwiseconscious misconduct); (gK) neither the trading nor the profitability of the Business shows, has not made or proposed any change or additions to any Pension Plan or grant or made or proposed any change or additions to other employee benefit plans other than as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent required by the loss of any important customer, applicable Laws or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subjectexisting collective agreements; and (lL) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary has paid its creditors and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Companycollected its debtors consistent with past practice.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to date of the transactions contemplated by this Agreement (including last annual accounts as regards the Contributions):Company: (a) its business has been carried on in the ordinary and usual course without interruption, and so as to maintain the same it as a going concern; (b) it there has not acquired or disposed of or agreed to acquire or dispose of any business or any been no material asset (other than trading stock adverse change in the ordinary course financial or trading position or prospects of the business carried on by it) its business, and no such change is or assumed or acquired any material liability (including a contingent liability)has been expected; (c) no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 24,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, Company shows any material deterioration or downturn by comparison with the period ended on the Accounts Datedate of the last annual accounts; (h) no part of the Business its business has been affected to a material extent by the loss of any important customer, or of any source of supply or supply, by the cancellation or loss of any order or contract contract, or by any other abnormal factor or event event, nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant redundant, nor has the Company taken (or omitted to take take) any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (lj) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Companybusiness.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except : 8.1 there has been no adverse change in connection with the financial or pursuant trading position or prospects of the Group and no circumstance has arisen which could give rise to such a change; 8.2 the transactions contemplated by this Agreement (including business of the Contributions): (a) its business Group has been carried on in the ordinary course and so as to maintain normal course, without any interruption and without any alteration in its nature, conduct, scale, scope or manner and no unusual, abnormal or onerous contract differing from the same as a going concernordinary contracts necessitated by the nature of its business has been entered into by the Company; (b) it 8.3 the Group has not acquired paid or disposed of become liable to pay any management, service or agreed other such charges to acquire or dispose of any business Holders or any material asset (person connected with any Holder other than trading stock in respect of goods and services supplied in the ordinary and normal course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability)commercial terms; (c) 8.4 no dividend Group Company has declared, paid or made any dividends or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenturedistributions; (d) 8.5 no change Group Company has been made (or agreed to be made) in the emoluments or other terms of employment of incurred any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (borrowings except in the ordinary and normal course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration business, except in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison connection with the period ended on the Accounts Date;Bridge Loan Agreement; and (h) 8.6 no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are Company is aware are there any circumstances likely to lead thereto; (i) 8.7 no employee has been dismissed or made redundant nor has the any Group Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) 8.8 there are no liabilities (including contingent liabilities) outstanding on the part of the any Group Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the CompanyGroup; and 8.9 no accounting reference period of any Group Company has not ended or been extended.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except save as disclosed in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):Previous Announcements: (a) each EARNZ Group Company has carried on its business has been carried on in the ordinary course and so as to maintain the same as a going concernusual course; (b) it neither EARNZ nor any Director has not entered into any memorandum of understanding, heads of terms or similar arrangements in respect of the issue or transfer of any Ordinary Shares or an offer of the same; (c) there has been no Material Adverse Change, nor any development likely to give rise to a Material Adverse Change; (d) there has been no material depletion in the net assets of the EARNZ Group, nor any development likely to give rise to such a material depletion; (e) no EARNZ Group Company has entered into any contract or commitment: (i) which is outside the ordinary course of its business; (ii) which is of a long term, onerous or unusual nature; or (iii) which involves or could involve an obligation of a material nature or magnitude, in each case which is material in the context of the EARNZ Group; (f) no EARNZ Group Company has acquired or disposed of or agreed to acquire or dispose of any business business, company or any material asset (other than trading stock in the ordinary course of the business carried on by it) or assumed or acquired any liability, in either case which is material liability (including a contingent liability)in the context of the EARNZ Group; (cg) no dividend or other distribution has been been, or is treated as having been, declared, paid or made or paid to its members nor has it repaid by any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts DateEARNZ Group Company; (h) no part EARNZ Group Company has been involved in any transaction which has resulted, or could result, in any liability for Taxation otherwise than in the ordinary course of business and trading; and (i) the business of the Business EARNZ Group has not been adversely affected to a material extent by the loss of any important customercustomer or supplier or any abnormal factor(s) not affecting similar businesses to a similar extent and, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors EARNZ is aware, there are aware are there any no facts or circumstances likely to lead thereto; (i) no employee has been dismissed give rise to any such effect, whether before or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding on the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Companyafter Admission.

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to Date the transactions contemplated by this Agreement (including the Contributions): (a) Company has carried on its business has been carried on in the ordinary and usual course and so as to maintain without any interruption or alteration in its nature, scope or the manner of carrying on the same as a going concern;and (without prejudice to the foregoing generality): (b) it 5.1 has not acquired or disposed of entered into or agreed to acquire enter into any contract, obligation or dispose of any business or any material asset (other than trading stock commitment except routine contracts on arms’ length terms in the ordinary normal course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declared, made or paid to its members trading nor has it repaid made any loan capital or other debenturepayment except for payments of a routine arms’ length nature in the normal course of trading; (d) 5.2 there has been no change has been made (or agreed to be made) in the emoluments manner in which the Company conducts its business or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum the assets or of any of the directors liabilities of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except for changes arising in the ordinary normal course of the business carried on by it or from its bankers under agreed loan facilities); (f) trading and there has not been any material deterioration no significant and unusual increase or decrease in the financial position level of current assets or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee liabilities of the Company; (k) 5.3 has not disposed of or acquired, or agreed to dispose of or acquire, any business or shares, debentures or other securities in a company, or any interest in any business, shares, debentures or securities, or any other material asset or interest in any other material asset; 5.4 the Company has traded at a profit and there has been no material change event which affects adversely or is reasonably likely to affect adversely in each case to a material contract extent the business or financial position of the Group taken as a whole (not being an event affecting generally all companies carrying on similar business in the jurisdictions in which the Group Companies operate); 5.5 the gross commissions of the Company have not been materially less in the number of client transactions or in monetary terms than its gross commissions for the corresponding period in its preceding financial year; 5.6 no share or loan capital has been issued or allotted, or agreed to be issued or allotted, by the Company and the Company has not redeemed or purchased, or agreed to redeem or purchase, any of its share capital; 5.7 there has been no resolution of or agreement or consent by which the members of the Company or any of its assets is bound or subject; andclass thereof; (l) there are no liabilities (including contingent liabilities) outstanding on the part of 5.8 the Company has not entered into, or agreed to enter into, any capital transactions as vendor, purchaser, lessor or lessee exceeding individually £15,000 or in aggregate £100,000; 5.9 no dividends or other distributions of capital or income have been, or have been treated as having been, declared, paid or made by the Company and the Company has not in any other way reduced its reserves, other than those liabilities disclosed as provided for in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Company.Accounts;

EVENTS SINCE THE ACCOUNTS DATE. Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):: (a) its there has been no change in the issued share capital or loan capital of any Group Company or in the legal or beneficial ownership of any Group Company; (b) no dividend or other distribution (whether in cash, stock or in kind) has been declared, authorised, paid or made, by any Group Company (except for any dividends provided for in the Accounts); (c) the business of the Group Companies has been carried on in all material respects in the ordinary course and so as to maintain the same as a going concern;course; ACTIVE/110746680.7 (bd) it no Group Company has not acquired or disposed of or agreed to acquire or dispose of any business business, interest in any share, debenture or security of any material asset company, or undertaking; (other than trading stock e) no Group Company has changed or removed its auditors; (f) no Group Company has changed its accounting reference date and no financial year of any Group Company has ended since the Accounts Date; (g) except for trade debt incurred in the ordinary course of the business carried on by it) business, no Group Company has repaid any borrowing or assumed indebtedness in advance of its stated maturity or acquired any material liability (including a contingent liability)other repayment date; (ch) no dividend Group Company has acquired or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (disposed of or agreed to be made) in the emoluments acquire or other terms of employment dispose of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except material asset other than in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities)trading; (fi) there has not been any no material deterioration in the financial position or prospects or turnover of the Business (whether in consequence of normal trading any Group Company and no Group Company has had its business, profitability or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses prospects materially and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been adversely affected to a material extent by the loss of any important customer, customer or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor not affecting similar businesses to a like extent, and, so far as the Warrantors are aware aware, there are there any circumstances no facts which are likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted give rise to take any action which would entitle any employee to claim that he has been constructively dismissedsuch effects; (j) no resignation Group Company has assumed or termination incurred, or agreed to assume or incur any liability, obligation, commitment or expenditure (actual or contingent) in excess of employment £100,000, made any payment not provided for in the Accounts or entered into any other transaction, otherwise than in the ordinary and usual course of any officer or key employee of the Companytrading; (k) no material Group Company has carried out or entered into any transaction, and no other event has occurred, in consequence of which any liability of any Group Company to Taxation has arisen or will arise (or would have arisen or would or might arise but for the availability of any relief, allowance, deduction or credit) other than Tax arising from transactions entered into or events occurring in the normal course of business (but not including Tax on deemed chargeable gains or deemed income); (l) other than any change in the ordinary course as a result of the annual pay review conducted by the Group Companies, no Group Company has made any change to a material contract the remuneration, terms of employment, emoluments or agreement by which pension benefits of any present or former director, officer or employee of that Group Company who on the Company Accounts Date was entitled to remuneration in excess of £70,000 per annum, or appointed or employed any of its assets additional director, officer or employee who is bound or subjectso entitled; and (lm) there are no liabilities (including contingent liabilities) outstanding on event has occurred which would entitle any third party to terminate any contract with, or any benefit enjoyed by, a Group Company or to call in any money from a Group Company before the part of the Company other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the Companynormal due date.

EVENTS SINCE THE ACCOUNTS DATE. 16.1 Since the Accounts Date, except there has been no material adverse change in connection with the financial condition, properties, liabilities, operations or pursuant prospects of each Company, Joint Venture and, in relation to the transactions contemplated by this Agreement (including Businesses, each Business Seller, other than a change affecting or likely to affect all companies carrying on similar business in the Contributions):countries in which the Companies carry on business. (a) 16.2 Since the Accounts Date, each Company, Joint Venture and, in relation to the Businesses, each Business Seller has carried on its business has been carried on as a going concern in the ordinary course and so as to maintain the same as a going concern; (b) it has not acquired or disposed of or agreed to acquire or dispose of any business or without any material asset interruption or material alteration in its nature, scope or manner. 16.3 Since the Accounts Date, (i) no Company or Joint Venture has declared, authorised, made or paid any dividend, distribution or other than trading stock payment to any of its members, shareholders or partners and (ii) any dividend, distribution or other payment by a Joint Venture (A) was issued, distributed, paid or made in the ordinary course of the business carried on by it) or assumed or acquired any material liability (including a contingent liability); (c) no dividend or other distribution has been declared, made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration consistent with past practice and was not in excess of £100,000 per annum the amount permitted under the Constitutional Documents of such Joint Venture, and (B) the issuance, distribution, payment or other making of any such dividend, distribution or other payment has not resulted in such Joint Venture having insufficient funds to pay for capital expenditures planned for such Joint Venture for the twelve-month period commencing on the date of the directors issuance, distribution, payment or other making of such dividend, distribution or other payment. 16.4 Since the Accounts Date, or as otherwise reflected on the balance sheet forming part of the Company nor has it paid any bonus or special remuneration to any such employee or any Accounts (the “Balance Sheet”), (i) Seller, the Business Sellers, the Share Sellers, the Companies and the Joint Ventures have conducted the business of its directors; (e) it has not borrowed monies (except the Group and the Operations in the ordinary course of business and (ii) without limiting the business carried on by it generality of the foregoing, none of Seller, any Business Seller, any Share Seller, any Company or from its bankers under agreed loan facilities); any Joint Venture has, with respect to the Group or the Operations, (fA) there has not been sold, assigned, pledged, hypothecated or otherwise transferred any material deterioration assets or properties used or held for use in connection with the Group over a value of EUR 1,000,000 (one million euro) (other than sales of inventory in the financial position ordinary course of business); (B) (i) increased the wages, salaries, compensation, pension or prospects other benefits payable to any Employee other than in accordance with the normal compensation and benefits policies of a member of the Business Seller’s Group or pursuant to any collective bargaining or similar agreement with Employees, as the case may be, and consistent with past practice, (whether ii) granted any severance or termination pay to any current or former employee other than in consequence accordance with the normal compensation and benefits policies of normal trading such member of the Seller’s Group or pursuant to any collective bargaining or similar agreement with employees and consistent with past practice, (iii) entered into any employment, severance or consulting agreement or arrangement with any officer or salaried employee of a Company or any other Employee that is not terminable by a member of the Seller’s Group without cause and without penalty, except as may be required by applicable Law, (iv) changed any benefit plan or labour agreement relating to the Employees except as may be required by applicable Law, pursuant to any collective bargaining agreements or similar agreements with employees or as a result or premium changes, or (v) granted, made or accrued, contingent or otherwise); (g) neither , any bonus, incentive compensation, service award or other like benefit, to or to the trading nor credit of any Employee, other than in accordance with the profitability normal compensation and benefits policies of such member of the Business shows, as regards turnover, Seller’s Group or pursuant to any collective bargaining or similar agreement with employees and consistent with past practice; (C) suffered any strike or other labour trouble materially affecting the state of order book, expenses and profit margins, Group or the Operations; (D) suffered or experienced any material deterioration or downturn by comparison change in relations with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order employees or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely customers that would reasonably be expected to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Company; (k) no material change to have a material contract or agreement by which the Company or any of its assets is bound or subject; and (l) there are no liabilities (including contingent liabilities) outstanding adverse effect on the part of the Company Group; (E) changed any pricing practices (other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper course of business since consistent with past practices); (F) materially altered its collection practices with respect to accounts receivable, including any practice which has had the Account Date which are similarly disclosed in effect of accelerating the Management Accounts recording and billing of accounts receivable; (G) materially altered its payment practices with respect to accounts payable; or in the books and records (H) agreed to do any of the Companyforegoing.

EVENTS SINCE THE ACCOUNTS DATE. 13.1. Since the Accounts Date, except in connection with or pursuant to the transactions contemplated by this Agreement (including the Contributions):: (a1) its each Group Company’s business has been carried on operated in the ordinary course and usual way in the same manner as the periods covered by the Audited Financial Information so as to maintain the same it as a going concern; (b2) it no event which, individually or together with any event, has not occurred which has a Material Adverse Change; (3) no Group Company has (i) acquired or disposed of or agreed to acquire or dispose of from any party which is not a Group Company any business or any material asset with a value of or involving consideration, expenditure or liabilities of HK$5,000,000 or more; or (other than trading stock ii) disposed of any single asset with a value of HK$1,000,000 or more to any party which is not a Group Company or otherwise outside the ordinary and usual course of business, or (iii) made or agreed to make any single capital commitment or approve any single capital expenditure in excess of HK$5,000,000 save and except as provided for in the ordinary course capital budgeting plan and working capital forecast submitted to the Stock Exchange as part of the business carried on by it) or assumed or acquired any material liability (including a contingent liability)SEHK Submissions; (c4) no dividend or other distribution or return of capital has been declared, paid or made or paid to its members nor has it repaid any loan capital or other debenture; (d) no change has been made (or agreed to be made) in the emoluments or other terms of employment of any of its employees who are in receipt of remuneration in excess of £100,000 per annum or of any of the directors of the Company nor has it paid any bonus or special remuneration to any such employee or any of its directors; (e) it has not borrowed monies (except in the ordinary course of the business carried on by it or from its bankers under agreed loan facilities); (f) there has not been any material deterioration in the financial position or prospects of the Business (whether in consequence of normal trading or otherwise); (g) neither the trading nor the profitability of the Business shows, as regards turnover, the state of order book, expenses and profit margins, any material deterioration or downturn by comparison with the period ended on the Accounts Date; (h) no part of the Business has been affected to a material extent by the loss of any important customer, or of any source of supply or by the cancellation or loss of any order or contract or by any other abnormal factor or event nor so far as the Warrantors are aware are there any circumstances likely to lead thereto; (i) no employee has been dismissed or made redundant nor has the Company taken or omitted to take any action which would entitle any employee to claim that he has been constructively dismissed; (j) no resignation or termination of employment of any officer or key employee of the Group Company; (k5) the accounts receivables, accounts payables and other payables of the Group Companies have been maintained within the usual credit terms of each respective item and proper accruals have been made in the monthly management accounts of the relevant Group Company in accordance with applicable financial reporting standards and generally accepted accounting principles and practices in Hong Kong; and no amount receivable has been waived, settled or written off by any Group Company outside of the ordinary and usual course of the business; (6) no material change Group Company has acquired or agreed to acquire an interest in a material contract corporate body which is not already part of the Group or agreement by which the Company merged or consolidated with a corporate body or any other person, entered into any demerger transaction or participated in any other type of its assets corporate reconstruction; (7) save for the 2023 CITIC Loan, the Existing Encumbrances, the 2020 NWS Share Charge and other matters as contemplated in this Agreement, no Group Company has assumed or incurred any financial obligation or liability (actual or contingent), including without limitation any guarantee, indemnity, performance bond or other security or contingent obligation in the nature of a financial obligation and any liability in the nature of a borrowing, short term financing or other loan (including shareholders’ loan), otherwise than in the ordinary and usual course of business; (8) no Group Company has agreed or consented to the assignment of any right or benefit under any loan agreement or any security document to which such Group Company is bound or subjecta party; and (l9) there are no liabilities (including contingent liabilities) outstanding on Group Company has initiated or settled any material claim, legal proceedings or other disputes with a potential or actual liability to any Group Company exceeding HK$5,000,000 or otherwise than in the part ordinary and usual course of business. 13.2. The Net Debt Value as at the Accounts Date did not exceed HK$1,727,002,000. For the purpose of this paragraph, “Net Debt Value” means the aggregate of all indebtedness of the Company and its subsidiaries, deferred payment obligations of the Group under the 2020 Acquisition and other debt-like items (other than those liabilities disclosed in the Accounts or incurred in the ordinary and proper usual course of business since business), minus total cash and cash equivalents, calculated on a consolidated basis. There are no facts, matters or circumstances existing which would cause the Account Date which are similarly disclosed in the Management Accounts or in the books and records of the CompanyNet Debt Value to exceed HK$1,899,702,000 as at Completion.